The Inadequate Spiderman
by Badaching
Summary: Nick Fury wanted Spider-Man but he not top dog anymore. Carol Danvers wants not just Peter but all of his friends working for Shield so she proposes a deal. It seems like a good idea but is Peter ready to lead or will he lead his friends to their deaths?
1. Popularity Means Everything

Disclaimer: I don't own Spider-Man or any characters from its cannon. I have no connection with it at all because it is the sole property of its owner(s). I do not profit from these stories, I only do them for fun.

Author's Note: This is set after issue six of Ultimate Comics: Spider-Man. I would like reviews but please remember that this is only my second story so for or against this continuing please be civil. I welcome critic's so long as they give an example of what they didn't like **AND** then give a tip for improvement. If all you do is say 'this sucks' or 'you have no talent' i will ban you from comments because such things are not going to help me as a writer.

**

* * *

**

**The Heart of Manhattan, New York, Monday**

"Johnny Storm you are a moron!"

"I agree"

"Shut up Bobby! Peter, how exactly am I a moron?"

"I take it back you're insane and I'm a moron for listening to you"

My name is Peter Parker, I'm sixteen years old and I have a not-so-secret secret…I'm Spider-Man. No seriously I'm Spider-Man, the wall crawling, web headed Spider-Man. Six and a half months ago the greatest mutant criminal in the world, Magneto, gave humanity an Ultimatum; obey or die. To make a long story short…we didn't obey.

He reversed the magnetic field of the earth and created total global chaos. He flooded New York, froze over Latveria, slaughtered most of the world Superhero's and left millions with out a home. As a result mutants must now register with the government and if they use their powers in public they will be shot on sight.

To counter this effect I, or to be more accurate my Aunt May, have taken several homeless kids into our home. They are my now girlfriend Gwen Stacy, Johnny Storm "The Human Torch" of the formerly world famous Fantastic Four and Bobby Drake or "Ice Man" of the formerly world famous X-Men. Since Bobby is a mutant he is now posing as my cousin and since Johnny wants to stay out of the lime light he's also posing as my cousin and all three are going to school with me.

Today was supposed to be our first day back at school from spring break but I somehow let Johnny talk me into doing a morning patrol around the city. And what do you think we found, we found a bunch of Shield agents under attack by what appears to be my old best friend Eddie Brock Jr. AKA Venom.

I have seen him since my Aunt May pulled a gun on him and he sucked the symbiot (Trust me it's not as dirty as it sounds) out of Gwen. And when I finally run into him again he's slapping around Shield and tearing up Manhattan. After all this city's been through, after all he's been through, after all I've been through he has the nerve to pull this on my first day of school. Now I have to kick his rear and most likely end up late for school. I'm a moron for listening to Johnny.

"Get down!" ordered Sharon Carter, acting director of Shield.

She was currently leading 30 Shield agents in battle to take down a bio-hazard codenamed: Venom. Things were not going in her favor. Venom had eaten three of her men and knocked out another ten. They were getting their buts kicked and there was no one who was going to show up and save her. The FF and X-Men had called it quits, the new Ultimate's were on the other side of the planet and Shields black-op Avengers were already on a mission of their own. Her only hope was…speak of the devil

Doing his best little blue bird impression from the movie "Who Framed Rodger Rabbit" Peter shouted

"HI Eddy!" as he kicked Venom in the head sending him into a flag pole.

"Man, two, three dozen dudes and you can't take down one super-villain, I guess they don't make Shield agents like Nick Fury used to"

"Mister Parker don't you have school?"

"What's that? You want me to go to history class and leave a still conscious Eddy hear to eat you whole…well if you really want me…"

"Shut up and hit him"

"Well…since you asked so nicely, here Venom Venom Venom *whistle whistle* hear boy" taunted Peter who had rolled up his sleeve and exposed his bare arm to the symbiot that wanted nothing more than to devour every strain of his DNA.

Venom had regained his senses and was now charging Peter, fangs barred and wanting blood.

"Bobby Now!" yelled Peter

Blue sub zero air poured out of the hands of Ice Man, who had been circling the seen over head, and consumed Venom in blue smoke. When the smoke cleared Venom was completely immobilized in a giant block of ice twice the size of a large van.

"Ladies and gentlemen the amazing Ice Man" bowed Peter

"Freeze mutant don't move" shouted several agents, guns pointed at Bobby

"Did they just tell a guy with ice powers to _freeze_" chuckled Peter as he raised his hands with Bobby

"Don't move, on the ground now!"

"Hey what are you ungrateful idiots doing?" interjected Johnny. The sight of a flying youth engulfed in flames got every one attention "We just saved your lives"

"We"

"Shut up Bobby"

"Whoa what are you, stand down! That's an order stand down! Lower your weapons do not fire I repeat do not fire" barked director Danvers

"But they're mutants"

"Who just saved your lives, plus their minors and that's Spider-Man; the most popular hero in New York, and that" she pointed to a news crew at the corner who was shooting every thing live "Is a news crew. Do you really want to shoot New York's Favorite son in the middle of New York?"

"Uh"

"The answer that lets you keep your job is No Sir!"

"No Sir!" shouted the nervous agent before director Danvers turned to the three super youths before her

"Mister Parker, Mister Storm, and Mister…Drake wasn't it" Bobby nodded

"What's Eddy doing here" interrupted Peter

"That's classified, as I was saying Shield thanks you for your assistance…"

"…And would like to give us a huge cash reward!" hoped Johnny

"Johnny!" snapped Peter

"What! We should so be getting paid for this!"

"We've been over this. We can't get paid with out me going public and Bobby getting shot when he cashes our checks"

"Not necessarily" interrupted Danvers

The three super powered youth's stared at the armor clad woman with the big honking laser cannon in front of them. Did they just hear here right there was a chance for them to get paid and not unmask or get shot. Was she serious?

"Explain" ordered Peter

"Give your huge surge in popularity, past experience as an active Shield agent…"

"…you were a Shield agent?" asked Johnny wide eyed

"She drafted me and Kitty for a day"

"She was an agent too?" asked Bobby

"and the fact that the Mayor of New York" interrupted director Carter "has been pestering me for months to find you so he can present you with medals and the fact that you've saved the life of a past president of these United States, I'm sure I could get you permission to assemble a team of your own that would get paid for doing what your already doing"

"You want us to be agents of Shield so you can boss us around?"

"You three are minors, I can't draft you into Shield nor can I send you on missions, you'd stay here in New York as a permanent super human task force to deal with high level threats, such as Venom here. Shield would just start alerting you to when something bad was happening locally and if you wanted to do something about you could, and if you didn't then you'd just ignore it"

"And you'd be paying us!" asked a hopeful Johnny

"And we wouldn't get shot at!" asked a hopeful Bobby

"And you've been planning this for a while haven't you? Why are you offering this to us?" asked a skeptical Peter

"To get on your good side, I want you three and your friends in Shield when your eighteen, I want you to do what you're doing and I want the power to help you do so much more. I want to give you money to put away for college, or to pay rent to the little old lady that's taken you all in, to give you a little something to put away to pay for the expenses of her eventual funeral. If you don't want it take it any way and give it away to charity, that way you'd doing so much more to help people other than just punching bad guys in the face."

The funeral comment was a low blow and Peter immediately new that she had been planning this for a while at the least. She might have even stolen this plan from Fury.

"You've really thought this through haven't you Danvers?" questioned Peter

"Yes I have" she answered truthfully

"You already have everything in place to make it official by the end of the day don't you?"

"Yes I have" again the truth

That was a lie, she could have everything official in twenty minutes, all she had to do was sign a piece of paper back at the Triskelion and print out official I.D. cards and every thing would be set. But there was no need to tell this to Peter.

Bobby immediately dropped to his knees, clasped his hands together in a prayer like manor and started to beg

"Please Peter, Please take the deal, I don't like getting shot at!"

Johnny did the same but all he squealed was

"Money, I want money!"

Peter hung his head in defeat and rubbed his temples in frustration at his two desperate friends as he sighed before turning to the blond before him with a cocky look on her face

"What would we have to do?"

"YES!" his friends cheered in stereo

"Give me a team roster and think of your own name and I could have everything finalized by the end of the day"

"And the fine print is…" asked Peter, he MAY be willing to tack the deal but he still didn't trust her

"…that you'd have to be the leader"

"Define have to" he asked skeptically

"You're the popular one, you want the public to support a sanctioned team of minors, you'd have to be in charge; you want the public to support your mutant buddies being on the team, you'd have to be in charge."

"And that's it?"

"Other than sitting through a two hour lecture on why you should join Shield when you turn eighteen, that's it."

"Two hours" whined Johnny in horror

"Fine" dolled Peter

"YES!" Bobby yelled, the shoot at Mutants who use their powers law was a real problem for him and he was happy that it wouldn't happen anymore. Johnny was horrified at the prospect of a two hour lecture.

**

* * *

**

**Midtown High, Queens, Lunch Hour **

Katherine Anne "Kitty" Pride was not a happy young girl. Just when she had gotten everything she wanted in life it all went to hell. She had been a world famous super hero but now it was illegal for Mutants to use their powers. She had been dating Spiderman, the man of her dreams, but he cheated in her only to go back to his old girlfriend and break up with her a few months later. She had been going to a school exclusively for mutants, someplace she wouldn't be targeted for being different, but was kicked out and was now going to public school where she was bullied every day. To put it simply…she was pissed off like there was no tomorrow.

She had been a hero, she had saved lives, and during Magneto's little Ultimatum she had continued to save lives. She had even saved the lives of the racist bastards who had assumed that a mutant was responsible. Yes it turned out that a mutant was responsible but he hadn't known that at the time, he had just assumed it was a mutant. And how was she being rewarded, how, she was having tater tots thrown at her head by the same people she had once fought, and secretly still did fight, to protect. That was her reward, not medals, not a lousy "thank you for saving us" or even a "thank you" for that matter; it was tater tots to the back of the head.

"Goddamn it Flash I said to leave her alone!" roared Kenny 'Kong' McFarlane.

"Shut it Stay Puff, she drowned New York, you're just going to let her get away with that" argued Flash

"For the last time she didn't do that, it was Magneto!"

"Mutants a Mutant"

Kenny was really a sweet guy. He and Kitty had briefly dated but it didn't work out between them, mostly because of Kitty, but she suspected that he still wanted to date because he always went out of his way to stop Flash Thompson from picking on her.

Flash Thompson on the other hand was an ass. He, like most of Peter's class, had known Peter since the 2nd grade and constantly picked on him. When Kitty had transferred to Midtown high Flash started picking on them both and after the events of Ultimatum, as Peter like to call it, he focused entirely on Kitty.

This had become her daily routine. She would show up at school, get dirty looks the entire time, and have Flash throw his lunch at her only to have Kenny threaten to beat him up. The teachers didn't do anything to stop Flash because they hated mutants just as much as he did. She honestly couldn't think of a reason why she still acted as a secret vigilante…well none other than Peter.

For the longest time people had hated Spider-Man for no reason at all and yet he kept saving lives. He had risked his own life and would even protect people who were at the moment shooting at him just so that know one would die. Yes he believed that there were people that the world would be better off without but if he could prevent it he could let any life be lost even if he had to give his own.

That's why she kept being a (secret) hero. That's why she loved Peter Parker. That's why she didn't throttle Flash Thompson to within an inch of his miserable life. That's why she strived so hard to be a good person and would never give up hope that things would get better…

"Freak" shouted Flash

…Most days.

"Kitty" called a comforting voice

The young mutant girl looked up from her yellowish mashed potato's (she swore the lunch ladies saved the worst food for her) to see the man of her dreams standing before her with a tray of food in his hands and a goofy smile on his face.

"Yeah" she answered

"I have some good news, some very good news"

"How very?" she questioned skeptically. Today was not a day to give her hope that such a thing as very good news still existed in the world

"As in I've got a way for you to legally use your powers again and scare the crap out of Flash for all the times he's picked on you good"

This immediately got Kitty's attention, made her eyes bug out and caused her to sit strait up in her seat. Peter then went into a lengthy explanation of the mornings events, explaining why he and his "cousins" had been late for History, and by the time he finished Kenny, Johnny, Bobby and Gwen had taken a seat at the table that was usually her own private table.

"You're kidding me? I'd be able to use my powers again?"

"Yes, you and any other mutant on the team"

"Flash Thompson will suffer" Kitty grinned menacingly

"Kitty…you can't use this to attack Flash, you'd just get a card saying that you can use your powers and Shield would tell local Law enforcement not to shoot you"

"Oh I know…but all Flash will know is that I'll be allowed to use my powers; oh he will void his bowels, oh yes, he will void his bowels." Her maniacal grin widening

"You are a sick twisted little girl" added Johnny "don't you ever change"

"Well who's going to be on the team?" asked Kenny. He was already proud that so many of his friends were super-hero's and the thought of them being an actual team was very cool in his opinion.

"Us, and I guess if only to get the cops off their backs" Peter turned to Kitty and Bobby "Any mutants you two know"

"That's a great idea" started Bobby "But when the X-Men fell apart we fell apart, I don't know how to contact any of them"

"I know someone" Added Kitty

"Really who" but Bobby never got his answer because at that moment Peter, who was checking a text he had gotten, said

"Uh Oh"

"Uh Oh? What's Uh Oh? When a superhero says Uh Oh it's never a good sign"

Peter held up his sell phone so everyone could see and the message…

_Just saw DeadPool. He may be heading your way, watch out! J.D._

"J.D.? who's J.D.?" asked Johnny

"Spiderwoman"

"J.D.? those aren't the initials for Spiderwoman"

"Shut up Johnny!" snapped Bobby "DeadPool, as in the guy who kidnapped me, you and Kitty to Krakoa Island to hunt us like animals on live TV, DeadPool?"

"Guess so" answered Peter

"Well what do we do?" he asked

After a few seconds of thinking Peter came up with the only plan that made sense. It was a really good plan if he said so himself, maybe he was cut out to be the leader of a team.

"We split up"

"What? Whoa, that's a bad plan, think of another plan Peter." Asked Gwen

"No it's a good plan think about it, if DeadPool is coming then he doesn't know that we know about it, we're the ones with the element of surprise. I say we split up and cover all the entrances to the school so no matter what direction he attacks from one of us will be there to stop him from hurting people. I'll swing over to a building across the street so I can keep an eye on the whole school and when I see him coming I'll call you all."

"Wow, that's actually a pretty good plan" admitted Gwen

"So we split up?" asked Johnny

"We split up" confirmed Peter

"I'll stay here and keep an eye on the cafeteria" volunteered Kitty

"Thanks, Gwen you and Kenny find MJ and hide"

"Alright"

"I feel like we should put our hands together and say go team or something like that"

"Shut up Bobby" spat Johnny

* * *

The fledgling superheroes known as Spider-Man, Iceman, Shadow Cat and the Human Torch went their separate ways and covered the school. Kitty stayed in the cafeteria to keep an eye on the majority of the students while Johnny and Bobby covered the front and rear entrances of the school as Peter stacked out the building from across the street.

Gwen and Kenny found MJ, told here what was going on, and ran to the library; figuring that it would be the safest place to hide in.

There was only ten minutes left in lunch and everyone was getting nervous. If Dead Pool waited till class started it would be hard to find a place to suit up in private. They'd rather he didn't attack at all but if he did they wanted him to attack during lunch.

"Come on you racist Skeletor looking sun of a…" Thought Kitty "where are you? I want to kick your ass so bad, I have desperately needed to hit something for months and you sir are that something, Bring It!"

To say that Kitty was on edge would be an understatement. She desperately needed to vent months of frustration and she needed to vent right now. If she didn't she'd probably kill Flash Thompson next time he picked on her, she was actually surprised that she hadn't already taken a swing at him but she wasn't sure about how much longer she'd be able to hold back. How Peter had not struck out at Flash after years of abuse would always be a mystery to her.

"Hello…Kitty Pride" came a tentative girls voice

Kitty looked up to see a tall girl with black hair, she looked like a senior.

"Yes?"

"Hi, my name is Jessica Jones, I'm a senior executive with Midtown High's television broadcasting network, and I'm wondering if I could have an interview"

An interview! The school was about to be attacked by a Super-villain and she wanted an interview, this woman was insane.

"Uh look now's not a great time to…"

"Oh I know that there only a few minutes left in lunch but maybe we could set something up for a later time, like after school or at your house" she pleaded

"Look I'm flattered but right now isn't a go…"

BOOM!

The entire room was filled with glass, noise and dust. The window wall that looked out over the football field had exploded and kids everywhere were screaming. Kitty had instinctively grabbed Jessica's wrist and phased them both so neither would get hurt. When the glass had stopped flying across the room Kitty let go of Jessica and turned to face who she knew was responsible.

Before her stood a six foot plus man in a full body costume complete with mask. He held two guns in each hand and Kitty knew from experience that he wasn't afraid to use them. He was a cold blooded murderer, yes he justified his murders with human survival, but if something needed to be justified then it was evil. To get everyone attention he fired a few round into the roof and the student who had been running stopped in their tracks and fell to their knees, clutching their heads in fear.

"HERE'S DEADPOOL!"


	2. Assemble

Disclaimer: I don't own Spider-Man or any characters from its cannon. I have no connection with it at all because it is the sole property of its owner(s). I do not profit from these stories, I only do them for fun.

Author's Note: This is set after issue six of Ultimate Comics: Spider-Man. I would like reviews but please remember that this is only my second story so for or against this continuing please be civil. I welcome critics so long as they give an example of what they didn't like **AND** then give a tip for improvement. If all you do is say 'this sucks' or 'you have no talent' I will ban you from comments because such things are not going to help me as a writer.

Slade01: I hadn't thought about doing anything like that but I will try to work your suggestion in because i like that idea but no promises also thanks for reading and giving me some tips.

**PS**: I know how I want to end this fiction but it will take a while to get there so i have plenty of room to fill if you want to suggest any story idea's and i may/will try to work them in. Also I will try and work on the spelling problem and I will be the first to admit that I have problems with it.

* * *

Wade 'Wadey' Wilson was a man who stuck to his convictions, who could be viewed as honorable in a way but was at his core an evil man.

He was a sergeant and hero of the Wakanda wars in the early nineties. Even if he planned to kill you, if you stood for something he would respect it. He had once captured the X-Men and Spider-Man with the intent to kill them on live television. One of his men had wanted to unmask Spider-Man but Wilson refused to let him on the grounds that the masks meant something and that they should respect that. Despite these qualities he was still an evil man.

He hated mutants and thought of them as something that didn't deserve to exist. He hated them and believed that all mutants, good or bad, should be hunted like animals not for sport but for fun. Young, old, man, woman or child he didn't care in his opinion they had to die. It was this mentality that led him to become DeadPool, a cyborg mercenary with the power to wipe 'Freaks' of the face of the Earth.

When he had been hired to kill the X-Men he would've succeeded if not for the interference of Spider-Man. He humiliated and beat him in front of the whole world and because of this he now hated Spider-Man more than he hated mutants.

It took him months to rebuild himself and his Reavers, his cyborg followers who also hated mutants and now Spider-Man. They all had upgrades and were headed to their self appointed destination, Midtown High the school that Spider-Man went to; they were going to kill him.

**Flushing Meadows Park, Queens, New York City; Ten minutes ago**

Jessica Drew had a lot on her mind. She technically had never been born. How is this possible easy she was a clone, one of many of the world famous Spider-Man. She had been created by doctor Otto Octavius, the villain better known as Doctor Octopus, and had been denied the Y chromosome thus resulting in a female clone.

She had all the memories of Spider-Man, or to be more accurate his secret identity Peter Parker, up until the point that the blood used to make her had been extracted. She had all his knowledge, memories, powers and then some but she wasn't him. She had no parents, no friends and no family. The closest thing she had to family was Peter but she wasn't going to go around calling him 'Dad' anytime soon.

She was sitting on a bench in Flushing Meadows Park, the second largest public park in the City of New York after Pelham Bay Park in The Bronx, thinking about her life. The park is at the eastern edge of the area encompassed by Queens, the neighborhood of Peter Parker. She liked to be near his house, it helped her to think and calmed her down when ever her situation overwhelmed her.

Jessica was thinking about how alone she was in the world. Yes a nice pizza shop owner had taken her in and given her a delivery job after Ultimatum but she still didn't have any friends. Sometimes she wondered about asking Peter if she could move in with him but she always talked herself out of it be reminding herself that Peter had his own problems and life to live and she didn't have any right to intrude on him. She could remember MJ, Gwen and Kitty and wished she could hang out with them but they were Peter's friends not hers.

*HONK* *HONK* wailed a loud horn

Jessica looked up and saw a van swerving between traffic and wondered if it belonged to criminals who had just robbed some place and decided that she could use some exercise. She ran into a park bathroom and changed into her Spider-Woman costume before taking off after the van. Two minutes later she found the van, waiting at a red light oddly enough (probably trying to blend in), and decide to get a better look at the driver.

She swung across the street to the side of a building facing the van and tried to get a look at the driver. What she saw made her blood run cold.

The man in the driver's seat was an old foe's of Peter's named DeadPool; he was a mutant's hater who had a grudge to settle with her genetic donor. When the light turned Green it was then that she noticed the direction he was headed.

"Oh God!" she said to herself "He's headed to Peters School"

"I've got to warn him" she said as she pulled out her cell phone.

**Midtown High, Queens, Present Time**

"SPIDERMAN!" roared DeadPool "Come out and Play"

The students of Midtown High were scared and frustrated at the same time. This was the forth or fifth time that some psychopath had shown up gunning for Spider-Man, when were they going to learn to leave him (and them) alone because he always beat them up. Seriously the whole cowering for their lives when some super villain showed up thing was getting old.

Kitty Pride was starting to regret her decision to stay in the cafeteria because she had just been expecting DeadPool not him and his Reavers. Behind DeadPool were about a dozen cyborgs one of which was half robot gorilla and one which had chainsaws for hands.

"Spider-Man! Where are you!?" asked Deadpool

"He's not here, even super-hero's are absent every so often" Kitty said as she stood up to get DeadPool's attention. She just had to distract him for a few seconds until Peter, Johnny and Bobby showed up.

"Who the hell are you…oh I remember you, you're his little mutant whore aren't you?"

DeadPool was about to ask were her 'boyfriend' was when he got hit in the back hard by something heavy and metal.

"Hey watch what you call the ladies especially when you got one with super powers right behind you"

Everyone turned to see a young woman in a dark brown costume with a large white Spider symbol on the front. After hearing what DeadPool called Kitty, Spiderwoman had decided to throw a table at him in retaliation.

Kitty was surprised, she hadn't seen Spider-Woman since Ultimatum and had forgotten to ask Peter about her. The Reavers didn't know that there was a girl spider person. DeadPool was just mad.

"The hell, where's Spider-Man? What kind of hero sends in the cheerleaders to fight his battles for him?" shouted DeadPool

"Cheer-what!? I'm nobody's damn cheerleader. He and the others are taking care of the lagers" explained Spider-Woman, smiling under her mask "but don't worry well keep you company"

Lagers thought DeadPool. He had sent four guys into the school to grab hostages incase Shield showed up. He hadn't expected Spider-Man to have help, just how many super brats went to this school any ways?

"Reavers! Show these bitches who's in charge"

The Reavers charged Kitty and Spider-Woman with guns blazing.

"Again with the language, seriously do I have to hurt you or what?"

With her agility, speed and spider sense Spider-Woman was easily able to dodge their fire. She jumped and twisted and flipped in ways that the finest Olympic athletes could only ever dream of. With her high speed senses she was able to recreate the famous matrix backwards lean and was very proud of herself for such an accomplishment.

Kitty on the other hand had a problem. Normally she would use her mutant phasing powers to let the bullets pass through her but today she had innocent bystanders, and Flash Thompson, behind her. So she had to reverse her powers so that instead of making herself intangible she became invulnerable and the bullets that hit her bounced off harmlessly. They hurt but not much and didn't break the skin and the people behind her where safe so she played through the pain.

"Screw this!" shouted DeadPool

He could see that his weapons weren't working on Kitty and he really wanted to save ammo for Spider-Man; so he pulled out a special electrical gun that could bypass mutant powers, aimed for Kitty, and fired.

Kitty saw the shot coming but couldn't dodge in time. When the beam hit her she let out a blood curling scream. The shot stimulated every single one of her pain receptors and it was pure unending hell.

She stood standing up but her body twitched uncontrollably. She looked like someone was shaking a rag doll by the head. She felt like somebody had injected acid into her veins and that it was eating its way out. He eyes rolled into the back of her head and she almost swallowed her tongue. Last time DeadPool did this to her he was out to catch her alive and stopped when she fell unconscious, this time he was out to kill and didn't stop. As soon as the beam stopped DeadPool would fire again, he wasn't giving her body a chance to pass out he wanted her awake when she died.

DeadPool loved to hear mutants scream and Kitty's screams where like heroine to him, he needed them to function normally; to bad for the world that a normal DeadPool was a genocidal DeadPool. He hadn't planned on stopping but he heard screaming from behind him, at first he thought it was Spider-Woman but the voices belonged to men so he stopped torturing Kitty, who slumped to the floor, and turned around in time to meet a red fist with his face.

"YOU SICK FREAK!" screamed Spider-Man as his fist connected with DeadPool. The punch sent DeadPool flying into a stack of lunch trays and Spider-Man went running to Kitty to check on her.

Peter Parker 'Spider-Man', Johnny storm 'The Human Torch', and Bobby Drake 'Iceman' had been staking out the different entrances to the school and had been dealing with some Reavers who had split off from the main group and arrived just in time to help Spider-Woman and Kitty.

"Kitty, Kitty are you okay? Kitty answer me" begged Peter

He was on one knee and held Kitty in his arms. She was none responsive but breathing. Not wanting to leave her on the floor Peter scooped her up and jumped her to safety.

"Where the hell have you guys been" shouted Jessica

"We've been fighting the tin men that wandered off" explained Bobby "And who are you?"

"What you've never heard of the Sensational Spiderwoman" Johnny joked "you seriously need to watch more TV"

Jessica blushed under her mask. She wasn't sure of how she felt about Johnny calling her Sensational. Yes she was a girl but all her memories of him where of her as a guy, specifically as Peter. Figuring that now wasn't the time to tell him off she jumped at the Reaver with chainsaws for hands.

"Yo Ash you headed to a convention or did you go nuts when Bruce Campbell beat you for the part"

Mr. Chainsaw hesitated and glanced at his hands for a second before swearing to himself when he realized the mountain of jokes he had set himself up for. This was enough of a distraction for Jessica to slide beneath him, kick out her left leg, and knock him out with a shot to his chin that sent him a few feet into the air.

"Nice one" complemented Bobby

"Thanks"

**The Sky's above Midtown High**

Johnny was above the School fighting some flying Reaver with metallic bat wings and giant swords for forearms.

"Hold still you mutie freak" complained the Bat-man

"And let you cut me a new one, as if, and just for the record I'm not a mutant; Not that there's anything wrong with that."

The two flyers traded quips and insults as they fought. Johnny was the faster of the two and was keeping a safe distance from Bat-man and his sword hands but Bat-man was the more maneuverable one and was easily capable of dodging Johnny's fire balls. When ever Bat-man swung at him Johnny would race off to a safe distance before turning around to throw a fire ball but a safe distance was so far away Bat-man had plenty of time to avoid said fire ball.

"This is getting me nowhere" thought Johnny "I need to distract him long enough to get a clean hit"

Johnny and Bat-man where circling each other like a pair of lions about to fight it out for title of alpha male. Bat-man looked at Johnny with hate in his eyes wanting nothing more than to kill the youth in front of him. Johnny stared down his opponent trying to think of an edge but thinking was not his strong suit but then he had a brilliant idea.

"Hey I got a question for you"

"What"

"I've noticed that a lot of you guy's have weapons for both hands"

"So"

"Well I've been thinking how do some of you guys wipe your asses?"

Johnny's off handed comment dumb struck Bat-man for a few seconds and he floated there hovering in mid air and Johnny saw and took his chance.

He threw both of his hands to his side and rocketed at his foe full speed not caring of the danger involved. Before he could crash into him he thrust both of his hands in front of himself and channeled all of his fiery power into a flaming beam of energy that looked like a burning Kamehameha.

The flaming Kamehameha hit its mark and exploded into a giant fire ball that looked like an orange and gold Firework. The blast blew Bat-man down into the street and he smashed a fire hydrant with a loud scraping metallic sound. The water that gushed out of the broken hydrant flung Bat-man into the air and he landed on the ground with a sickening thud that cracked the cement sidewalk.

Seeing that his foe was out cold Johnny thought to himself "Man I love Anime" before flying of to help his friends.

**The Cafeteria of Midtown High**

DeadPool had just been thrown into a pile of lunch trays and was very pissed.

"Piece of crap, where did Spider-Man get all these super friends from?" DeadPool muttered to himself

"Wadey come in you there?" called a voice over the communicator in DeadPool's ear

"BoneBreaker? Where are you, we need help in the lunch room ASAP"

"I was in the Library grabbing hostages like you told me to"

"You got one?"

"Yeah, pretty little thing"

"BB we talked about this it's okay to kill mutants but wrong to touch kids so get your ass over here the little turd had backup"

"I'm on it Wade"

DeadPool stood up and wiped some spaghetti off of his shoulder then looked for the one person he wanted to kill more than anything in the world.

He saw his victim fighting one of his Reavers across the room with his girly copycat. He was webbing up the head of one of his men while Spiderwoman punched said man in his exposed flesh.

"SPIDERMAN" roared DeadPool "DIE!"

He charged at his would be victim firing his weapons randomly. The students who where still in the room took this chance to escape the danger zone and run for the hills.

"Oh crap"

Peter jumped into the air, landed on and stuck to the roof. He then started doing back flips on the roof to dodge DeadPool's rapid firing. One shot hit Iceman I the chest knocking the wind out of him as it cracked the ice armor he wore that acted as a second skin. One shot hit the roof and collapsed a piece of it onto Johnny who had just flown into the room.

Seeing that all of his attention was on Peter, Jessica made her move. She ducked behind an over turned table and proceeded to sneak up on DeadPool. When she was twenty feet away she shot two streams of webbing at his hands, clogging his guns, preventing him from fire any more.

She then slid beneath him and kicked out with her left leg hitting him in the chin. Her kick sent him head first into the roof and for a second he was stuck before he fell to the ground seeing stars.

Having beaten all the Reavers Peter, Jessica and Bobby surrounded DeadPool as a limping Kitty phased into the rubble to dig out Johnny.

"Surrender Wilson" Peter spoke in a cold indifferent tone. He hated the man before him and viewed him as less than human because of the things he could do to mutants without so much as blinking.

"Bite Me"

In less than a second Peter kicked DeadPool in the face, sprawling him on the floor and webbed him to the ground. If he had been covered in web floor the position his body was in would've mad DeadPool look like he was on a crucifix.

"For future reference when you attack a school looking for me I don't ask twice"

Peter was sick and tired of some damn idiot attacking his school every other month. They always endangered hundreds of his classmates just to get to him and he had enough of it.

"Dude" started Johnny "we beat you, you lost, give up"

"I have a better idea" called a voice from behind them

Everyone turned to the large whole in the wall that DeadPool had created when he blasted his way into the Lunchroom.

"Why don't you give up" taunted BoneBreaker

He wagged his mechanical tail in front of them with a hostage wrapped in it who was gasping for air.

She was blonde had black tennis shoes and was wearing black overalls over a white and purple stripped shirt.

"Gwen!" gasped Peter ,eyes growing wide under his mask.


	3. Carnage

Disclaimer: I don't own Spider-Man or any characters from its cannon. I have no connection with it at all because it is the sole property of its owner(s). I do not profit from these stories, I only do them for fun.

Author's Note: This is set after issue six of Ultimate Comics: Spider-Man. I would like reviews but please remember that this is only my second story so for or against this continuing please be civil. I welcome critics so long as they give an example of what they didn't like **AND** then give a tip for improvement. If all you do is say 'this sucks' or 'you have no talent' I will ban you from comments because such things are not going to help me as a writer.

**HELP:** I need suggestions for the name of their team. I have some idea's and a fall back name but i'm open for better idea's, Thank you.

* * *

**Midtown High, Queens**

"Gwen" muttered Peter

It was his worse nightmare come to life. Ever since his uncle Ben had died Peter always feared that those close to him would get hurt or worse because he was Spider-Man. And of all his friends he feared losing Gwen the most. It wasn't because she was his current girlfriend but because she had already been through so much because of him.

Doctor Kurt Connors, a man Peter once trusted, experimented on a blood sample Peter had given him and created a monster that could only be described as pure carnage. It went on a killing spree ending dozen of lives and in the end it got Gwen, sucking the fluids and DNA out of her rendering her a dried up lifeless husk. Months later she showed up in his old house with Carnages face, some how she was taking control of Carnages body even though she was only random DNA strands at the time. Peter had tried to explain that she died but when Aunt May saw her and ran in fear it only made her even more scared than she already was. This had happened when Peter was cloned by the CIA, one clone of which turned out to be Jessica Drew AKA Spiderwoman, and when Nick Fury showed up to arrest him it only made things worse. Gwen was scared and had no idea what was going on, she thought that Fury was there for her and her heightened emotions caused her to lose control. She turned into the monster that killed her and attacked SHIELD only to be knocked out by 20 simultaneous energy blast. When SHIELD released her a few weeks later she tried to readjust but all too soon Eddie Brock Jr. returned to Peter's life. He wanted the Venom suit his and Peters fathers had created, part of which had been used to create Carnage. He got what he wanted and attacked Peter. Gwen once again released the monster inside of her and tried to help but Eddie was stronger and sucked Carnage out of her, rendering her a normal girl once again, and added it to his suit making him stronger than ever before disappearing.

Gwen had been though so much because of Peter and now here she was being held hostage by a giant mechanical snake man with for arms, two of which looked like jet engines and where probably some kind of energy based weapons. Apparently Peter Johnny and Bobby had missed one of DeadPool's Reavers who had gone into the school looking for hostages and now he had Gwen.

"MHA HA HA!" laughed DeadPool, still webbed to the ground.

"Alright" spoke BoneBreaker, pointing one of his energy cannons at Gwen's head

"Unless you want me to paint the walls with blonde here you'll hold still and won't move when I shoot, you damn mutant scum, GOT IT"

The teen hero's called Spider-Man, Spiderwoman, Shadow Cat, Iceman and the Human Torch hesitated for a second but only a second. They didn't want to roll over and die but they didn't want Gwen to be killed either. The only ones not to hesitate were Peter and Jessica

"Do it" they said in stereo

Their friend's jaws dropped. Yes they were hero's but they weren't at the point yet where they would make the ultimate sacrifice but Peter and the Unknown Spiderwoman where?

Kitty couldn't believe how sacrificing Peter was, it was just another reason why she loved him so much.

"Spider…man *choke*"

It was getting hard for Gwen to breathe; BoneBreaker was squeezing her with more than necessary force to keep her from escaping.

"Don't…*cough* *cough* give…in…got to…stop…them"

"Shut it!"

BoneBreaker didn't like hostages talking so he squeezed what little air that was left in Gwen out of her lungs rendering it impossible for her get another breath.

For Gwen her body was on fire. She couldn't fill her lungs with much needed oxygen and every thing in her vision was getting blurry. Peter shouted something but she couldn't hear anymore and her eyes started to roll into the back of her head as her tongue hung out of her mouth. Her body was slowly shutting down and dieing but her mind was screaming.

**Inside Gwen's Head**

"NO!" she screamed "Peter you have to stop them you hear me stop them. They won't stop with you they'll kill all of our friends to so hit him or kick him or knee him in the groin, DO SOMETHING! Don't worry about me you idiot I've died before I'll be okay so stop them. Don't you dare lie down and die, the world needs you."

As hard as she tried she could shout out to her friends. She was dieing, her friends were going to sacrifice themselves for her and she couldn't do anything to stop it. All she could do was wonder if she would live long enough to watch her friends die.

"I'm pathetic" she cried in her head "I should've died when Carnage ate me. Right now I should be nothing but untraceably small strands of DNA, but no I had to tack control of its body. I can't believe this but for the first time since Eddie 'cured' me I wish I could still turn into that thing"

It was this line of thinking that gave Gwen a brilliant idea that was the only hope for anyone to survive this day. If she could take over Carnages body from nothing more than untraceably small strands of DNA then who was to say that she couldn't turn back into Carnage from nothing but a few pieces of its DNA that may or may not still be inside her. She struggled with all her might to unleash what ever may dwell with in her. She tried to feel out some small piece of the monster that had killed her in the hopes that it could help save her friends. No she didn't want to turn back into a mindless killing machine but it was everyone's only chance.

"Come on work please god let this work. Let there be enough of it left in me for this to work please let there be…enough…left…"

As hard as Gwen tried it had been to long since her last breath and everything went dark.

**Back in the Real World**

"DON'T!" shouted Peter as he saw BoneBreaker squeeze what little air that Gwen had out of her.

"Your killing her ease up and I won't fight back, I won't even move alright just don't kill her"

His friends tried to stop him but he silenced them by yelling for them to shut it. He didn't want to just give up but there wasn't any way else to save Gwen. His uncle Ben always said that 'With great power comes great responsibility'. He had the responsibility to save Gwen and by Letting DeadPool's men kill him he had the power to so, it was days like this that reminded Peter Parker that power wasn't all it was cracked up to be.

BoneBreaker pulled his cannon arm away from Gwen's head and pointed both of them at Spider-Man, with an evil grin on his face.

"Don't worry kid, you're getting hit by both of my guns at full power, it'll be quick"

"Oh don't forget he's freaky powers let him take a hit" pointed out DeadPool

"Oh yeah, sorry this'll take a while" he chuckled

BoneBreaker started changing his laser's when he heard a primal growling behind him. He turned and saw his young hostage still held tightly in his tail, head drooping so her hair covered her face, shaking slightly.

"Don't cry blonde, you out to enjoy the show, how many kids your age can say they watched a Superhero die?"

Gwen stopped shaking and her body was rendered a lifeless lump. Bobby and Johnny's eyes went wide with shock while Kitty clasped a hand over her mouth. Peter and Jessica had tears in their eyes, soaking their masks.

"Aw damn" muttered BoneBreaker, not caring that he just killed an innocent bystander. He was about to turn on his 'prey' when Gwen got his attention by jerking her head towered him with a face he right out of a monster movie.

"_**RRRAAAWWWHHH**_!"

Gwen's face was completely void of skin and looked like it was made of bloody gel. She had no cheeks so her mouth looked three times bigger than it should have and all of her teeth were four inch long fangs.

"Kill it! Kill it!" panicked BoneBreaker shooting Gwen in the face as he dropped her.

"Oh no" though Peter

"What the hell is that thing" yelled Dead "For the love of god how much damn mutant filth goes to this freaking school"

The dual blast to Gwen's face burnt of all of the hair on her head and her body started to convulse as it turned started to transform to match her face.

When she finished transforming Gwen stood six feet tall and looked like a mix between a lion and a bear, minus the skin, with the occasional tentacle growing out of an odd place here and there. Her soulless eyes were the size of fist and had no pupils.

She stared into BoneBreakers eyes and he swallowed in fear. He always knew that mutants were soulless monsters and if anyone saw what stood before him they wouldn't be able to arguer with such a statement.

"_**YOU SHOULD HAVE GIVEN UP**_"

"What?"

"_**AAARRRGGGHHH**_"

Gwen lunged at BoneBreaker and crushed one of his cannons. He tried to pry her off of him with his tail but she grabbed onto one of his artificial arms to keep him from getting away and started to claw at his tail with her free hand.

"Hey Spidey" whispered Johnny "What the hell happened to Gwen, I thought you said that Eddie guy fixed her so she wouldn't do that any more"

"I don't know just stop her, we can't let her kill anyone and don't hurt her"

Peter Jessica and Johnny lunged at Gwen to keep her from going on a killing spree. Kitty and Bobby were paralyzed with fear at what had happened to their friend. They had never seen anyone with such a drastic transformation.

"Johnny get him to drop her, Jessica we got to get her away from him before she tears his head off."

"Got it"

"Will do"

"Yo trouser snake drop the girl"

"Get it off me! GET IT OFF OF ME!" shouted BoneBreaker sweat on his brow. He was shooting Gwen with his remaining Cannon while trying to hold her off with his two humanoid arms. If he still had normal human bowels he was sure that he would've emptied them by now.

"_**I SAID GIVE UP**_"

"I warned you, sorry about this Gwen"

Johnny raised his arms above his head and started to form a huge fire ball with them, when it was the size of a beach ball he threw it and it hit Gwen's back melting, BoneBreakers tail in two, knocking him out in the process, and causing him to drop Gwen who was burnt by his flame.

"Now!" shouted Peter

He and Jessica fired double web lines each at Gwen's back and pulled as hard as they could. They yanked her away from BoneBreaker and slammed her into a wall before running at her with fists raised, ready to defend or attack.

"He have to knock her out!"

Carnage/Gwen howled in pain at having her burnt back slammed into a wall. When she say her friends rushing her she dropped to the floor and raised her hands to shield her face.

"_**WAIT, STOP, IT'S ME. I'M IN CONTROL, I WAS ONLY TRYING TO TAKE OUT HIS GUNS, I WAS ONLY TRYING TO TAKE OUT HIS GUNS**_"

A cowering, talking, Carnage got Peter's and Jessica's attention and they both stopped in their tracks looking at each other. None of them knew what to do but Peter was the first to get an idea and try it out.

"Gwen?" he asked hesitantly

Carnage looked up with an uncharacteristic fear in its eyes. Whether Gwen turned into it against her will or not she appeared to be in control.

"Is that you? Are you in control of your self?"

"_**YES DAMN IT! I WAS ONLY TRYING TO TAKE OUT HIS GUNS, I SWEAR I WASN'T GOING TO KILL HIM, YOU HAVE TO BELIEVE ME**_"

Peter looked at Jessica not sure what to do. He thought that Eddie had cured Gwen when he sucked the Carnage symbiot out of her, but apparently there was enough left for her to transform and even more surprising was that she could control it now.

Still nervous that she may attack him or that this may be a trick, despite his lack of spider-sense, Peter liked his lips before asking his next question

"Do you think you could change back for me Gwen"

Gwen thought for a moment before something occurred to her

"_**I'LL BE NAKED IF I DO THAT**_"

"Oh uh" Peter had forgotten that when Gwen transformed into Carnage she shredded her cloths and that they were now nothing more than scraps of fabric on the floor.

Jessica rolled her eyes under her mask and thought 'boys' before walking to Peter to turn him around and yell to Johnny and Bobby.

"Hey you two turn around"

"What? What's going on?"

"I SAID TURN!"

Not wanting to be told thrice The Human Torch and Iceman about faced and shut their eyes for extra measure even though they didn't know what was going on.

Making sure none of the guys were peeking Jessica walked up to Carnage/Gwen, pulled her backpack with her street clothes off her shoulder, and kneeled down in front of her.

"Gwen hi, my name is Jessica and I'm a friend of Peter's. Do you think you can turn back to normal for me now"

"**_I'LL…I'LL TRY_**"

Gwen crossed her arms in front of her chest and crossed her legs to cover what would hopefully be her most private areas in a few seconds before closing her eyes tightly in concentration. Her entire body went numb and she could feel her skin bubble as it started to return to its natural shape and pink complexion.

When she opened her eyes she was relieved to see that she was human again albeit naked.

"Here put these on" spoke Jessica who was handing Gwen her own street clothes, blushing under her mask before turning around. Yes she was a girl but she had Peter's memories and Peter's memories liked to look at naked ladies. So it was only natural that she'd be confused over her own sexuality.

When Gen finished changing she coughed lightly to get everyone's attention.

"Thanks" she told Jessica

Peter ran up to Gwen and Glomped her, careful not to hurt her with his super strength

"Oh thank god you're okay" rushed Peter "I don't know what I would've…thank god your okay"

"I'm okay Peter, I turned back alright, every things okay"

"Whoa wait no, every thing is not okay, how did you turn back into…"

"I just tried. I…"

Gwen stopped and looked at her hand that was currently wrapped around Peter's back and shoulders, her unique situation coming back to her.

"…look Pet-Peter" she chocked not wanting to say what she had to

"This…this is Carnages body. The, the only reason I look like this in because I somehow took control"

"But Eddie took the symbiot out of you, he made you normal again"

"No Peter my…my…bodies dead and buried. Carnage he…it killed me and all that's left is my DNA. I may be in control and be able to look like myself but this body…its Carnages body"

"But Eddie"

"Took what he needed. You said part of Carnage was made from his Venom suit right, well maybe he just took the Venom part. If he took the whole thing I wouldn't be here right now"

"I don't mean to interrupt" started Jessica "but we need to web these bastards down and get out of here. I don't want to get turned into the FBI and it is open season on mutants"

**The Parker home, Queens, fifteen minutes later**

"Come on Gwen" Jessica grabbed her hand "Let's get you into your own clothes so I can have mine back"

Gwen led Jessica to her room so they could change while every one else relaxed in the Kitchen. When they arrived there they had found Mary Jane Watson, Kenny 'Kong' McFarlane and Kitty's mother Theresa Pride waiting for them in the living room. As Peter ran for the phone to call his aunt may to let her know that he was safe Kitty was assaulted by her mother.

"Oh Kitty thank god your okay, I saw what happened on the news and when Mary Jane and Kenny told me it was those mutant haters who had kidnapped you a few months ago I thought you were…that you'd be…"

"Its okay mom I'm fine" Kitty comforted her crying mother by hugging her back "Peter saved me and we had help" she indicated to Johnny and Bobby.

"I…know I just…I…"

Theresa cried into her only child's shoulder for another minute before composing herself and walking over to Peter who had finished calling to his aunt May.

"Thank you" she hugged even thought he was still in full costume minus the mask. She had known that Peter was Spider-Man since Kitty brought May his mask with news that he didn't make it after the events of 'Ultimatum' as Peter liked to call it.

"Thank you for protecting my daughter, you're always saving her"

"Not all ways mother, I've saved him a few times too you know"

"Uh you're welcome Miss Pride" spoke Peter. He wasn't used to 'civilians' hugging him when in costume, especially without his mask on.

"Call me Theresa"

"Oh uh okay"

"Hey we helped too, don't we get a hug from the pretty lady" piped up Johnny

Kitty shot him dirty look. She knew he was just trying to help her mother get over what happened but she still didn't like what he had said and wanted to remind him that he was to treat women with respect when in her presence.

"You call your aunt yet" called a voice from behind them

They all turned to see Gwen in some new clothes. Spider women was in her own clothes, still wearing her mask, and a sweater of Peters.

"I'm borrowing this" she indicated to the sweater

"Yeah and can I ask why"

"I don't want your neighbors to see me walk out of here with me mask on"

"You don't have to wear the mask"

"Yeah I do"

Peter frowned. He had hoped that the next time he ran into Jessica that he could introducer to everyone so that they could stay close, yes she was his clone but he thought of her as a sister. Unfortunately it appeared that she didn't want his friends to know what she was since she looked exactly like Peter if he wore lipstick, had longer hair and trimmed his eyebrows.

"Be seeing you Peter" Jessica said as she made for the door

Not wanting to not see her again for another few months Peter stood in front of her and the door determined to say his peace.

"Jessica"

"What" she spate as she looked up at him

"Thanks for today and don't be a stranger. I know things are weird but…I'm here for you whenever you need me, you know that right"

"I know that Peter and thank you…ready for the second most awkward hug in the history of the planet"

Jessica and Peter hugged each other both knowing that they each considered the other one to be a sibling before Jessica fixed her hood to make sure it covered her mask and left.

.........

.........

* * *

A/N: Yeah i finished another chapter but i need help. Please review if you like this story and if you can think of any suggest some idea's you want to see and some names for the team Peter will eventually form, i have a few idea's but am open to suggestions. Again thanks for reading and please review


	4. High School Never Ends

Disclaimer: I don't own Spider-Man or any characters from its cannon. I have no connection with it at all because it is the sole property of its owner(s). I do not profit from these stories, I only do them for fun.

Author's Note: This is set after issue six of Ultimate Comics: Spider-Man. I would like reviews but please remember that this is only my second story so for or against this continuing please be civil. I welcome critics so long as they give an example of what they didn't like **AND** then give a tip for improvement. If all you do is say 'this sucks' or 'you have no talent' I will ban you from comments because such things are not going to help me as a writer.

**WARNING:** No action in this chapter but lots of set ups for future events.

**HELP:** I need suggestions for the name of their team. I have some idea's and a fall back name but i'm open for better idea's, Thank you.

* * *

**The Parker Home, Queens, New York**

Everyone stared at a disenchanted Peter as he stood in front of his front door, looking defeated. They weren't sure what was going on but it was obvious that Peter and this Spiderwoman had some kind of history together.

"Mind explaining what's going on between you two" asked Johnny

"That's private"

"Okay just looked like you two have an interesting history"

"We do but things with Jessica are…complicated at best so I wouldn't feel right talking about it without her permission, now drop it"

"Your house your rules" shrugged Johnny

The house of four superhero's, two civilians and a girl that was something in between settled into a comfortable routine for the day until May Parker got home from work. She immediately hugged Peter making sure he wasn't hurt and then checked her adopted 'nephews' Johnny and Bobby. Satisfied that they weren't injured she ordered in what ever they wanted to celebrate their good health.

"I can't believe those monsters would attack a school like that" said May

"Aunt May costumed idiots attack the school looking for me every other month are you really still surprised that people are willing to do that to get to me. They do bad things so I beat them up and send them to jail so of course they'll want revenge plus I did beat him up on TV"

"That's no excuse!"

"I know but you're forgetting that their super villains, emphases on the villains part, they do bad things because doing bad things is what they do best"

*ring* *ring* "I'll get it" volunteered Bobby

The assembled party was sitting at the Parker dining table enjoying a diner of Pizza, Taco's and Hamburgers; talking about everything from today's events to past adventures of the teen hero's.

"I still can't believe that people would attack you like that I mean you're just children" spoke up Theresa Pride, Kitty's mother.

"Mom we're superhero's, we see crime, we stop it so were bound to make enemies from time to time."

"I just don't like knowing that you're out their risking your lives"

"Risking our lives? Mom I can't be hurt, Peter's proven that he's fast enough to dodge point blank bullets…"

"WHAT!" yelled May who gave Peter a 'we need to talk' look

"…Johnny's fire proof and Bobby's got ever ready armor, not much is capable of hurting us."

"I just don't understand why you do it. You're children you should be getting detention and sneaking out to rock concerts and worrying about college not fighting crime and risking your lives on a daily bases, why do you do it"

Peter made eye contact with Kitty and gave her an 'I'm sorry, please don't hurt me after' look. He knew the best way to get though to her mom and by extension aunt May was to cross a line he didn't want to cross but had to.

"Because we can Miss Pride" he started getting everyone's attention.

"We try to help people because we have the power to do so and because bad things only ever happen because people except evil as an inevitable. Look at all the people who helped to sneak Jews out of Nazi Germany…"

Kitty's eyebrows shot up in surprise, she couldn't believe that Peter was using her and her mother's faith against her in an argument, if this didn't work then she'd get him for using such a dirty trick.

"…they knew that what was happening was wrong and that if they didn't do anything than people would die who didn't have to die. They knew that if the wrong people caught them that they would be killed but they knew that they had to do the right thing. They had a responsibility as human beings to do just that and we're just trying to do the same thing. Do you know what the last thing my uncle Ben told me before he died in my arms was?"

Theresa shook her head no. She couldn't believe forethought and the maturity coming from the young man in front of her.

"With great power comes great responsibility. We have the power to help people and the responsibility to do so."

"Mom" interrupted Kitty "I know you don't like me out there fighting crime but how do you think I'd feel if some kid died because his parents couldn't afford a surgery just because some idiot in a bad costume robed his family's bank"

"I take offence at that bad costume remark" chimed Peter but he shut up when Kitty shot him a look

"I…I know but"

"Mom you've seen my powers, I can't be hurt, you don't have to worry about me and you don't have to worry about Peter either May he has gone one on one with the Hulk"

"More than once I might add"

"So any thing less is pretty much child's play by this point"

"Uh I hate to interrupt" spoke up Bobby "but Peter there's a J Jonah Jameson on the line for you, something about giving you your job back"

Peter's eyes bugged out as he bolted from the dinning room to the phone, hoping against hope that this was real. The Daily Bugle paid much better than Burger Frog did and the best part is that he wouldn't have to wear that damn stupid hat any more.

"He-hello JJ, is that you"

"Peter my boy!" came a booming voice from the other side of the line. It was definitely Jameson on the phone.

"It's good to hear your voice again son for a while there I wasn't sure if you survived the flood"

Peter smiled on the inside as well as on his face. Jameson had been responsible for people hating Spider-Man so much before Ultimatum but since then he seemed to have turned a new leaf and had a 180 on his opinion toward his masked alter ego. Yes he was a bit rough around the edges but at his core he was a decent guy.

"Same here Mr. Jameson, I'm sorry about what had happened to the Bugle"

"I'll bet, not much work for a kid like your self in this city is there but that's in the past; the insurance paid for the repairs and we're ready to start printing again tonight so starting tomorrow the Bugle is officially back in business"

"That's great; uh my cousin Bobby said something about my old job"

"Is that who I was talking to, I didn't know you had a cousin"

"Yeah two of them, they moved in with me and my aunt after the flood"

"I'm sorry to here about that"

"Yeah well they're family so…wait JJ do have any thing for them, like a temp job or coffee boys, with all the new people in the house we could use some more income"

"Argh" Jameson grunted over the line "I didn't call to had out work to everyone in your house"

"I know but you just said that you're just starting up again couldn't you use the extra help"

"I'll see what I can do but, hold on a minute I'm getting side tracked first let's get to why I called. I heard about the attack on your school where you and your cousins there today"

"Uh yeah"

"Fine then if the three of you can get here in an hour to give and interview I'll pay you for it and tomorrow I'll see if I can find a place for your cousins"

"What really oh thank you JJ thank you, you don't know how much we need this" Peter shouted as he jumped for joy

"Yes, yes just get you and your cousins here in an hour or you'll all be fire before you even get started"

Peter hung up the phone after thanking Jameson one last time and ran to his aunt to tell her the good news

"Aunt May I got my old job at the Bugle back, Johnny Bobby get ready I think I got you two work too but we got to head to the Bugle and be their in an hour"

"You did" May asked a little surprised

"You got me and Johnny jobs" asked Bobby

"Maybe, nothing's definite but we got to get to the Bugle"

"We'll what are we waiting for" Johnny said, rubbing his hands together "Lets go get paid"

**The Triskelion, HQ of Shield, New York Harbor**

"Director Danvers" a nervous SHIELD agent spoke up trying to get his leaders attention

"Yes Jimmy" replied Carol Danvers acting head of SHIELD

"Tinkerer sent up the report on the cyber modifications that DeadPool and his Reavers made to themselves"

"Is it reversible agent Woo?"

"No Ma'am uh Sir they replaced vital organs, we could remove the weaponry but if we took it all out we'd kill them"

"I see take out what you can and then have Tinkerer star studying it I want to know if there's any thing in there that we can use"

"Yes sir and uh sir"

"It's Director, having everyone call me sir when I' a women is getting a little creepy Jimmy"

"Uh Director is it true what agent Ross has been saying about you letting Spider-Man have his own team"

_God that woman likes to talk _Carol thought

"Jimmy you know that it would be illegal for me to draft minors into SHIELD"

"But didn't you already do that to Spider-Man and that mutant girl…shutting up"

"I didn't draft them all I can do is get the okay from the president to license them to do what they do and set up a trust fund for when they all turn eighteen and…you look nervous Jimmy why do you look nervous"

"Oh uh I'm not nervous more anxious and I was trying to get through my work so I could knock off early"

"Hot date Jimmy"

"Like you wouldn't believe, remind me to thank Tony Stark later"

"Go home Jimmy" Carol laughed to her self

"Thanks Carol"

"That's Director!" she yelled to a running Woo

**Midtown high, Queens**

"It's a good name"

"It's a stupid name"

"Shut up Bobby it's better than your idea"

"Like hell"

"Shut it! I'm leader so I get final say so on our name, now stop arguing"

It had been a week since DeadPool's attack and Midtown High was fully open for business now that repairs were done. While the school was under construction it stayed open but lunch was not served because the cafeteria was destroyed so the students where all looking forward to a midday meal. Peter, Johnny and Bobby were walking to school with MJ, Gwen and Kitty.

At lunch that day the six friends sat together at a table having been joined by their friend Kenny 'Kong' McFarlane. Johnny had a present under his arm that had been delivered to the house the night before by Reed Richards. Peter and Bobby had asked him what it was but he refused to tell. He had shown up late to lunch because he had gone to the art room to wrap the package that now sported pink and black wrapping paper.

"Alright this is ridiculous, Johnny what's in the box?"

"It's a present for Gwen"

"Damn it Johnny we've been over this Peter is my boyfriend I'm off limits"

"I know but this isn't some trick it's just something I figure you might need in the future"

"Oh and what is it"

"You'll get it after school"

"Hrmp" Gwen crossed her arms

She didn't like that Johnny had occasionally tried to hit on her but since she found out that she could still turn into Carnage she could definitely use the pick me up of a present. Peter was a great boyfriend but since all of his past relationships had ended badly he didn't have much skill in the comforting department.

Lunch passed with out much incident. Flash Thompson tried to pick on Kitty but backed down when Peter, Kong, Johnny and Bobby threatened to kick his ass. Lunch was half over when a familiar female voice approached from behind.

"Excuse me Kitty could I have a minute with you and your friends"

It was Jessica Jones. She was a senior who had tried to interview Kitty last week right before the DeadPool attack.

"Jessica I told you I don't want to give an interview"

"I know but I'm not giving up yet I was just wondering if you and your friends want to sign this petition"

"A petition on what"

"It's for students who are for" she held up a blue form "or against" she held up a pink form "making Spider-Man our school mascot"

"Our what, when did this happen"

"Last week someone started bragging on how often Spider-Man has saved the school and stated going around asking about how to make him our official school mascot so one thing led to another and some how I got ordered to go around with this petition so I was wondering if any of you would want to sign one"

"Let me see those" asked Peter. Jessica handed him the petitions and he started to look them over.

"Oh my god these are real, people really want to make Spider-Man to be our mascot"

"Yep so are you guys pro or con"

"Con definitely con, having a superhero mascot is just asking for trouble" stated Peter as he signed the pink form before handing it to his friends for them to sign

"To bad I was really hoping to get an interview if he did become our mascot" Jessica said as she collected her petitions and walked to another table

"Look at you" teased Johnny nudging Peter in the arm "from pro wrestler to hated vigilantly to beloved superhero to school mascot, your aunt May must be so proud"

"Stop it Johnny" snapped Peter

"You'd be invited to all the football and basketball games, you'd get to cut class for crime fighting, hell you might even get a kiss from the prom queen"

"I said stop it Johnny!"

Gwen slapped Johnny in the back of the head and shot him a dirty look that shut him up.

"Alright, alright moving on, damn you hit hard; so what are we going to call ourselves if we take SHIELD's job offer and form a team"

"I still like Power Pack" said Bobby

"That's a stupid name" argued Johnny

"It's better than Ultra-Force"

"It is not"

"It is too"

"Shut up!" yelled Peter. His shouting caught the attention of several tables nearby who started looking their way and Peter had to drop his voice to keep them from listening in.

"Look I get final say so, so remember no arguing, just say a name and move on; next"

"Well I was thinking of something along the lines of Redeemer's since most of our members will be mutants" spoke Kitty "Also I got someone in mind to join the team"

"Who"

"That's a surprise for later"

"Okay so far we got 'Power Pack', 'Ultra-Force', 'Livewire' and 'Redeemers'. Any other idea's" asked Peter

"I got a couple" Kong raised his hand just to have everyone look at him. "What just because I don't have powers means I can't help"

"Sorry go ahead Kenny"

"Well I kind of liked what the Bugle called you guys" he said lifting up a copy of the Daily Bugle

"NO, oh hell no, we are not calling ourselves Spider-Man & His Amazing Friends" Johnny grunted trough gritted teeth

He was reacting to the Headline of the cover of the Bugle that read 'Spider-Man & His Amazing Friends Save Midtown' underneath which was the article that contained the interviews that Peter and his 'cousins' gave.

"Kidding what I was really going to say was how about something like the…"Deviants" for a name"

"The Deviants"

"Yeah, if you let mutants on the team some people out their might think your up to something, you know that you're just a bunch of deviants, well why not roll with it and use the name from the start"

"Hmm maybe but it needs work, next"

"Well I got one more, how about the Ultimate knights"

"The Ultimate Knights huh I like it"

"Why Ultimate Knights"

"Well because you guys are like medieval knights except with powers, you help people, fight bad guys and slay monsters and stuff like that"

"Can girls be knights" asked Kitty

"I think you'd be called a dame" answered MJ

"Oh in that case, next" replied Kitty

"I've never slayed a monster"

"I fought a dragon once" chimed in Peter

"Bull, when"

"The Hulk and I teamed up to fight off an army of demons during Ultimatum and one looked like a dragon"

"You and the Hulk 'teamed up' since when are you two best friends"

"Who me and the Hulkster, we go way back. He helps me put out some fire's, he tries to rip off my head and then we fight an army of demons, its what we do"

"Can we get back to picking a name for our team now?"

"Alright, who else has any suggestions?"


	5. Fully Licensed

Disclaimer: I don't own Spider-Man or any characters from its cannon. I have no connection with it at all because it is the sole property of its owner(s). I do not profit from these stories, I only do them for fun.

Author's Note: This is set after issue six of Ultimate Comics: Spider-Man. I would like reviews but please remember that this is only my second story so for or against this continuing please be civil. I welcome critics so long as they give an example of what they didn't like **AND** then give a tip for improvement. If all you do is say 'this sucks' or 'you have no talent' I will ban you from comments because such things are not going to help me as a writer.

SORRY: that its been so long since my last update i've been planning a family reunion but now that its over (It went great) so as an apology i bring you all a double update, one chapter of 'The Inadequate Spiderman' and one chapter of my other fiction 'Shattered Dreams'. I plan to update on alternate weeks with my other fic 'Shattered Dreams' so i will update this story next Sunday and then every other Sunday after that, so until then read and review

* * *

**Triskelion, SHIELD HQ, New York Harbor**

Wade Wilson the mercenary better known as DeadPool was having a bad week. He and his men had attacked Midtown High School to kill the amazing Spider-Man but unknown to them he had help. Five of his friends went to school with him and they all had powers so what should have been an easy kill ended with them getting their buts kicked and sent to jail.

At this moment they were all locked up in the maximum security prison below the Triskelion were super powered offenders were held. They were locked up with the same mutant scum that they once tried to wipe off of the face of the earth. Fights broke out frequently and Shield was tired of it so they were considering giving the mutants their own lunch time to keep them separate from the Reavers but since separate but equal was illegal they had keep an eye on them until they found a solution.

"Watch it freak!" DeadPool spate at a mutant known as Omega Red who had just bumped him

"What did you call me Homo-Inferior?"

"I called you a freak you albino looking mother…"

"SHUT IT! If you two don't knock it off this instant I'll pump you both full of lead" snapped an angry looking Shield agent on the rafters above

Fights broke out often in the lunch room and it was getting expensive to repair it every time so Shield agents were given permission to shoot to kill if any riots broke out.

DeadPool and Omega Red looked at each other with hate in their eyes. Both men wanted nothing more than to strike down the monster before them but neither wanted to be shot in the head.

"Gentlemen, gentlemen" came a voice from behind them

"We're all stuck in the same boat so I suggest that you don't rock it" spoke Dr. Otto Octavius, AKA Doctor Octopus

"Shut it mutie"

"Oh I'm no mutant, not that there's anything wrong with that" he added looking at Omega Red "But for your information my powers are the result if a failed super solder experiment but that's not why we're here now is it, no of course it's not. We are all here because of Spider-Man"

Octavius smiled inwardly as he saw the hatred in the eyes of his cell mates. As much as they hated each other they hated Spider-Man more, he may just have a chance of pulling of his most ambitious plan to date.

"Yes Spider-Man" he continued "For all their boasting it wasn't Shield or their Ultimates who captured most of us in here, no it was a sixteen year old boy who runs around in a bad Halloween costume, not that we're ones to talk"

"What's your point" asked DeadPool. He was a veteran of war and he knew when someone was trying to get him on their side, he could smell reverse psychology from a mile away.

"My point is that until we get ride of Spider-Man we're always going to end up in here; He may not realize it, Shield may not even realize it but he is their trump card. So if we take him out we strike a massive blow to Shield."

"You got a plan because I'm listening" asked DeadPool. He wanted Spider-man dead more than he wanted Mutants extinct.

"Why yes I do, we have to find one particular prisoner and then he can break us out, after that we have to go into hiding for a few days but Shield won't be able to stop us at that point. Unfortunately for you Wade it would mean having to team up with Mutants such as Omega Red here…that's not going to be a problem for you and your men is it?"

DeadPool pulled off his mask to reveal what was left of his face. It was nothing but skull and muscle covered with a plastic dome that gave it the shape of a human head.

"We've already sacrificed our humanity to save the humanity of others so I don't think we'd have a problem working with the devil to send the world to heaven, besides" he turned to Omega Red with a sadistic grin "We could always kill each other later, couldn't we freak"

"Gladly" he spoke as he and DeadPool stared daggers at each other

"Good now since that's out of the way…"

**Midtown High, Queens, New York City**

Peter Parker, Kitty Pride, Johnny 'Parker' Storm, Bobby 'Parker' Drake, Mary Jane Watson, Gwen Stacey and Kenny 'Kong' McFarlane were sitting together at school waiting for lunch to end. Today had been what Johnny identified as the spawn of meatloaf and Squid so hey were all hungry and desperate to get home for something to eat.

Since the most recent attack on their school Peter and his friends started to sit with Kitty under the cover that they felt safer with a superhero in case more people showed up looking for Spider-Man but in reality they were meeting to plan their new team.

"Johnny, Bobby" Peter spoke in a low voice with malevolence in his tone "if you two don't keep it down I am going to web your lips together every day for a week, now shut up"

"Alright, alright gees man"

Today like every other day Johnny and Bobby had been arguing over what to call their eventual team. Peter had grown tired of their bickering and had to think up new and humiliating ways to threaten them just to get them to stop.

*Ding Dong Dong Ding* *Dong Ding Ding Dong*

"Lunch is over" mumbled Bobby "That means up next is P.E. huh"

"Yup and today is football, so whose up for getting tackled by that idiot Flash Thompson"

"Oh I am, I am" Peter mocked excitement

"Screw that" complained Johnny "Look Peter I get that you play they nerdy wimp to keep your secret but as far as anyone in the school is concerned me and Bobby are your tough athletic cousins so if Flash pounds on us we're pounding back, right Bobby"

"Hell yeah, you people have no idea how bad I want to hit that racist bastard"

"Just be sure to pound him one for me since he gives me the toughest time" added Kitty

"Sure thing Kitty"

The seven friends field out of the cafeteria and headed to their respective locker rooms to change and after they finished they headed out to the foot ball field.

The class was split into four teams two of boys and two of girls, and each set of team's was given half of the field to play on. The girls played the girls and the boys played the boys.

Peter's team consisted of himself his 'cousins', Kenny and a few other boys from their class while Flash's team was made of himself and his football buddies. To put it simply someone was going to get hurt, badly.

"Call it in the air" ordered the teacher

"Head's" Flash declared triumphantly, grinning at Peter. Oh he was going to enjoy this

"Tails, Parker your team goes first" roared the teacher

"Just as planned" smiled Flash

"You wanted Heads" corrected Peter

"I wanted your team to go first Parker, that way its open season on nerds"

The two rivals turned from each other and walked to their respective teams.

"We're up first" Peter told everyone

"Oh damn it" shouted an unknown classmate of his "Flashes team is all football Players we're going to get pounded if we go first"

"No we won't" snapped Bobby "if you wimps don't wanna get hurt just give me the ball and stay out of the way"

"Good idea" agreed Peter. He knew that compared to the Danger Room sessions the X-men use to have that a game of foot ball would be easy for someone like his Bobby but he had to worry about the fact that he was out of practice.

The two teams took their places ready to charge each other and defend as necessary. Peter was going to hike the ball to Bobby and Kong and Johnny were acting as his blockers.

"Eight four X, Eight four X, hut-hut hike" shouted Peter as he spiked the ball to Bobby.

Flashes team instantly pounced on Peters and tackled them to the ground but before the first body hit the floor Flash had broken past their defensive line. He ran strait at Peter with every intention to run him over to get to Bobby.

Peter was ready to stand his ground but remembered that if he put force into stopping Flash than he'd seriously hurt him so he decided to take the hit.

Seeing his friend relax his body Kong knew his plan and decided that he wasn't going to let Flash have his way any more. He broke off from Bobby and charged between his ex-best friend and Peter.

"Thompson!" he roared. Kong was twice as big as Flash and very intimidating when he was angry. He got between Flash and his prey, lowered his head and charged him like a bull. Flash saw the attack coming and knew that Kong could hurt him but he was faster and easily dodged him before turning to Bobby. As much as he wanted to tackle Peter he didn't want his team to score on him either.

"Parkers!" he roared at Johnny and Bobby getting their attention

"Get ready, it's time for a pounding you puny twosome" he added

"Bobby go" shouted Johnny

He dug in his heals and stood his ground, ready to take his full force head on. Flash smiled at his surrender and hit him with everything he had…but Johnny didn't go down. The souls of his shoes dog into the field and he slid back a few inches but he stood strong and stopped Flash in his tracks.

"Wh-what no way" stuttered Flash. He was speechless. How on earth could one of Puny Parkers cousins stop him?

"Sorry Thompson but these Parkers aren't so puny and as for you saying that its time for a pounding you're wrong because it's Clobbering Time"

Johnny shifted his weight and threw Flash over his shoulder sending him into the air. Flash was stunned that he was upside down for a second before he slammed hard into the ground, back first.

"What the hell was that" roared the teacher "Parker you can't do that in football"

"Oh well how about that" Johnny pointed to Bobby

"Touch down" he shouted and he was indeed in the end zone

Flash winced in pain and was furious that Bobby had gotten past his team.

"What the hell, you guys couldn't stop one guy"

"We tried Flash but the guys fast, he dodged us all like it was nothing"

Flash was about to yell at his team but he was cut of by a loud noise. The wind picked up and dust started to fly everywhere for a few seconds. The students looked up to see a large helicopter landing in the parking lot. A woman in a suit and several armed men got out and some people noticed that on the side of the helicopter was the Shield logo. The copter cut its engines and the wind died at once. The women and her several guards walked to the students and were approached by the teacher.

"What's going on here, this is a school you can't land a helicopter in the parking lot" asked the teacher

"My name is Carol Danvers and I am the acting head of Shield, we are hear on orders of the president of these United States and are here to meet with one Katherine Pride"

Everyone who was in ear shot immediately turned to Kitty. Some started whispering about why Shield was here and some thought that they were here to arrest her for being a mutant but talked low since they had some class. Flash however had no class.

"Finally, hey mutant they're here to take you away you freak"

Kitty looked at Peter and gave him a 'what-the-hell-happened-to-that-deal-you-where-talking-about' look. Was Shield here to arrest her, why she hadn't done anything wrong, hell she used to be a Shield agent, doesn't that get her anything.

The Physical Education teacher pointed out Kitty to director Danvers and she walked up to her without being noticed by Kitty. The students parted for her, some for no other reason than she was surrounded by men with guns, and she had to cough to get Kitty's attention.

"Miss Pride"

"Huh" Kitty snapped to attention, she hadn't noticed that Carol was so close to her because she was thinking of why Shield would invade her school and hearing her voice up close spooked her a bit.

"Miss Pride my name is Director Carol Danvers, head of Shield, and I am here on orders from the President of these United States"

"I know who you are Carol, I was a Shield agent for a day and…did you say the President?"

"Yes I did" Carol didn't like being referred to so formally by a child.

"I'm I going to like your orders"

"Yes you are. I have been ordered by the president to present you with this Full Champions License"

"What's a Full Champions License" asked Kitty, she had never heard of such a thing and it had a kind of a stupid name

"This License is presidential permission to use your mutant powers. Given how often this school is attacked by costumed idiots looking for Spider-Man and your past work as a 'super hero' the president has decided to give you permission to use your powers so you don't get rusty incase you should chose to defend your classmates next time your school is attacked also it will allow you to resume active 'hero' work" Carol answered

The eyes of Kitty and several others widened to a dangerous degree at hearing this.

'This must be part of the deal Peter told me about' thought Kitty

"Are you telling me I'd be able to use my powers again?"

Carol glanced at Flash, someone Shield intelligence told her was the main instigator of hate crimes toward the young women before her, but the action was unnoticed by all because of the sunglasses she was wearing.

She lowered her shades so Kitty could look into her eyes and slightly raised her voice so everyone would hear.

"The president has given you permission to use your powers however you want, when ever you want as long as it is in self defense" she winked at Kitty "or the defense of others"

Getting the message Kitty slowly turned toward Flash and locked eyes with him the expression on her face made his blood run cold.

"Self defense huh" she shot daggers at Flash, if she could scare him stupid the months of abuse would be worth it.

The students closest to Flash saw the look Kitty was giving him and slowly backed away. They knew how much he picked on her and that the next time he was stupid enough to do so she would kick his ass so they no longer wanted anything to do with him.

Kitty's death glare had mad Flash sorry for all the abuse he put her through, because he knew that it was about to bite him in the ass. He only picked on her because he thought she couldn't do anything about it but now the mutant with powers was able to beat him up next time he made her mad. He thought he couldn't be any more scared but when she cracked a sadistic grin it pushed him past his limit.

His already shaking knees buckled together and all his muscles clench themselves for a few seconds before relaxing.

Kitty saw Flashes weird action and wondered what had just happened when a thought crossed her mind.

'No he couldn't have' she thought 'he didn't, right?'

*Sniff* *Sniff* she smelled the air and caught a suspicious sent

"I think I made him crap himself" she said not sure of whether it happened or not

Kitty proclamation caught Carol off guard and she also sniffed the air

"I think you just made him crap himself"

"I think he just crapped himself" Peter said to no one in particular

"I think he just crapped himself" the Shield agents uttered in stereo when they sniffed the air themselves

A guy standing right behind Flash looked down at the seat of his pants and confirmed what everyone suspected

"Oh lord this guy crapped himself something fierce" he uttered in disgust

"I did" Kitty smiled "I did make him crap himself"

"Thompson, stuff your pants in your socks so you don't track anything, call your mom and go home" the teacher stated a little repulsed. In all his thirty years no one had ever defecated themselves in class before.

Not wanting to be anywhere near Kitty at the moment Flash did as he was told and ran for it, not caring that he just pooped himself in front of everyone because he was solely focused on survival.

"Any way as I was saying" Carol desperately tried to change the subject from the boy soon to be known as Fecal Flash "the president is giving you this license because of your past heroic and selfless actions and hopes that you will continue to use them for the benefit of your fellow man"

"So…I'm a superhero again"

"Katherine Pride you are as of this moment a fully licensed super hero as authorized by the United States government"

"Wow…uh, thank you…sir?" Kitty wondered what to call her when being respectful

"Director…being called sir when I'm a woman is creepy" Carol answered

**The Parker Residence, Queens, New York**

"Holy crap" shouted Gwen she just remembered something important

"Language" reminded Aunt May

"Sorry May, Johnny what ever happened to that present you were going to give me"

"Huh…oh yeah with all the arguing about a team name I forgot I was supposed to give it to you after school yesterday huh, It's in my room I'll be right back"

Johnny ran to the room that he shared with Bobby to get the surprise for Gwen. It had taken a week for it to arrive and he was embarrassed that he forgot about it considering how eager he was to give it to Gwen.

He reentered the dinning room a few minutes later with a pink and black package topped off with a pink ribbon and bow. When he handed it to Gwen she immediately ripped off the bow tore into the rapping paper with her teeth. She pulled out the switch blade that she had once pulled on Kong back when he had been bullying Peter and cut the tape that held the box closed. She opened it up and pulled out what looked like several two piece, all black, outfits.

"You bought me clothes" she asked with a raised eyebrow, she was starting to wonder why she thought this wasn't going to be a trick to steal her away from Peter.

"Skanky clothes" Peter added when he noticed that the tops looked like sports bras and tight shirts and the bottoms where either shorts or skirts.

Gwen and May gave Johnny dirty looks and Bobby was trying not to laugh at how much trouble Johnny was in.

"These" Johnny started to defend himself "are Impact Suits"

"What's an Impact Suit" asked Peter

"It's what the FF used to wear, they're suits that can adapt to your powers so if Gwen ever uses hers again, her new 'street clothes' will morph into her body and then resume their original shape when she's done" answered Johnny

"That's…Johnny that's incredible" started Gwen "where did you get these"

"I called Reed and asked if he could make me some, hope all black is okay"

"All black is fine Johnny, seriously thank you" Gwen got up and hugged Johnny, he was annoying at times but she owed him huge for this. She wasn't to keen on ever turning back into Carnage but at least now she wouldn't be naked when she turned back to normal.

"All right a hug…my evil plan is working" he joked

Gwen playfully slapped him in the back of his head.


	6. Honorary Founding Member

Disclaimer: I don't own Spider-Man or any characters from its cannon. I have no connection with it at all because it is the sole property of its owner(s). I do not profit from these stories, I only do them for fun.

Author's Note: This is set after issue six of Ultimate Comics: Spider-Man. I would like reviews but please remember that this is only my second story so for or against this continuing please be civil. I welcome critics so long as they give an example of what they didn't like **AND** then give a tip for improvement. If all you do is say 'this sucks' or 'you have no talent' I will ban you from comments because such things are not going to help me as a writer.

* * *

**St. Patrick's Cathedral, New York**

Jessica Drew was sitting on top of the St. Patrick's Cathedral in her Spiderwoman costume waiting for it to reach the time she had arranged to meet Peter. She had asked her boss Stanley for the day off, called up Peter and asked if he wanted to hang out. He said yes and after telling her about the team he was putting together, asked if she wanted to join. She had wanted to stay out off Peter's life because they where separate people now but she was lonely and agreed to meet his team. She had also been wondering if she should tell them what she really was. Jessica had decided that it would be okay to unmask in front of them and tell them her name so long as she didn't tell them that she was Peter's clone so she had told them to meet her at her place in the city.

"Huh" she exhaled "it's almost time to meet up, I better get moving"

Jessica fired off a web line to the building across the street and swung off to meet Peter.

**Stanley's Pizza Parlor, Harlem**

Peter Parker, Gwen Stacey, Kitty Pride, Johnny Storm and Bobby Drake arrived at a little pizza parlor at 2:30pm. Spiderwoman had called Peter the night before and agreed meet everyone to discuss the team Peter was putting together. Her only condition was that they meet outside of costumes which meant they'd get to see her face.

Peter was happy that she was coming to terms with the whole clone thing while Kitty was looking forward to making a female friend who was also a super heroine like herself. Johnny was exited to see what her face looked like because he'd had a crush on her since they captured the Vulture. Bobby was just happy to get some answers to the mystery of Spiderwoman.

Jessica had told them to meet her at some pizza place called Stanley's in Harlem. Stanley's looked like it was once an English pub but made the transition into pizza joint very smoothly. There were several dozen tables scattered around on the inside and private booths that lined the walls. In the back was a closed off room with a glass wall and door that was probably for parties. Stanley him self was a kind looking old man who was balding slightly and had a big white mustache.

*Ding* *Ding*

"Hello what will you have" asked Stanley

"Oh uh" mumbled Peter "I'm not sure we were just supposed to meet a friend here"

"Oh are you Jessica's friends"

"Yeah"

"Oh she told me you'd be coming, hold on she's just finishing up your pizza's I'll call her"

Stanley whipped off his hands and walked into the kitchen. Talking could be heard but no one could make it out but a second later Jessica's walked out of the kitchen carrying a large tray with two medium pizzas, a larch pitcher of soda and several glasses.

"Hey Peter" she smiled

"Hey Jessie" he waved back

"Hey Stanley, you mind if I take this up to my room" she asked

"Nah, go, be with your friends and have fun, shoo, shoo" He ushered them out of the door and smiled. It was a warm smile that implied that he'd seen some incredible sights in his day and was an excellent judge of character. It reminded Peter of his Uncle Ben.

"He seems like a nice guy Jessie" Peter complemented her caretaker

"He is, he's had it ruff but always seems to make the most of a situation"

"Dude must be rich to afford a restaurant and an apartment building" noted Johnny

"He's not but he gets by, his brother died in the flood a few months back and left him the apartment, he wanted to sell it and came out to appraise it but ended up turning it into a makeshift homeless shelter for survivors of the flood. So he ended up selling the place he had back in Virginia and opened up a new 'Stanley's' here in Harlem"

"Well here we are" Jessica opened the door to her apartment "make your selves comfortable try not to break anything"

Jessica's room was nothing short of spectacular. After five minutes if inspecting it they discovered that it had a second story loft that was accessible by indoor stairs, a kitchen, a living room and dining room area and dual balconies; one for the loft and one for the main room it self. The whole thing was probably a suit back in the fifties or maybe even the twenties.

"This place is huge, how the hell does she afford this" wondered jimmy out loud

"I was the first to move in" Jessica replied as she started passing out slices of pizza

"Stanley said to take any room I want free of charge so I picked this one"

"This place is free" shouted Johnny

"Yeah as far as Stanley knows my parents died in the flood so I think it's out of pity plus I do help out in the restaurant so I don't feel too bad for lying to get such a great place"

This fact struck Kitty as odd. She lied about her parents dying, what does that mean? Is she a runaway or did her parent throw her out, if so why? Is she a mutant? Or did she get her powers the same way as Peter got his. They did have the same powers except her webs where natural. Kitty would have to ask about this later.

"Kitty…Kitty! Are you okay" Peter snapped her out of her day dream

"What yeah just taking in the room" she lied

The newly formed team sat down to an hour of pizza and TV. They caught a news broad cast of the Mayor inviting Spider-Man and his friends to a festival in their honor for all the lives they've saved including the ones in DeadPool's attack on the school.

After resting Jessica wondered what to do for the rest of the day, she hadn't planned anything and was open for suggestions.

"So what's on the agenda for today" she asked

"Well I got a new guy I think would be good to have on the team so I was going to meet him in" Kitty checked her watch "thirty minutes so if you guys want to tag along we could all meet him at once"

"Sounds good, costume or no costume" asked Peter

"Well I think you should all show up in costume until you feel comfortable around him but he wasn't expecting anyone else so I'll tell him first well you all hang back" stated Kitty

"Sounds good, everyone ready"

**An abandoned building, a few blocks away**

Not to far away in an old war house scheduled for demolition sat a muscular blue eyed blonde young man. He wore dirty torn blue jeans new sneakers racing gloves and a black leather jacket. He was waiting for a new friend of his to show up who had wanted him to join a superhero team she was a part off but he wasn't to keen on playing hero, especially if he had to wear a bad costume, he just wanted practice with his powers.

"Hello any one in here" shouted a girls voice in the distance

"I'm in here Kitty" called the young man

"Oh there you are so you think about my offer to join up" smiled the brown haired girl

"Yeah, the not getting shot for being a mutant is a plus but you said this Spider-Man dude was going to be in charge right"

"Right" Kitty nodded

"Yeah well if I have to wear a stupid costume I'm out, I'd rather be shot"

"No costumes I promise, you only have to wear one if you want to wear one"

"Well, so long as I don't got to wear a stupid costume…I guess I'm in"

"Yes, hell yeah your defiantly be a great addition"

"Yeah, yeah just remember no costumes"

"Right, right no costumes, so ready to meet everyone else"

"Guess so"

**Out Side, the roof top**

"So does anybody know anything about this new guy" asked Bobby. He wondered who Kitty wanted on the team since she said he didn't know them. They where in the X-men together what mutants did Kitty know that he didn't.

"Just that he's a mutant and that he's supposedly going to be our heavy hitter…maybe he has super strength" answered Peter

"Every one" Kitty called as she exited a door that led from the inside of the building to the roof. Behind her was a tall blonde teenager who looked like he had a bad temper 24/7.

"This is Jimmy Hudson" she introduced her companion

Jimmy looked around at the super hero's assembled on the roof and noted that he was the tallest one. He knew of all of them and that Iceman looked the way he did because he was covered in frozen armor and that Johnny's suit was fire proof so he didn't burn off his clothes but Spider-Mans costume was ridiculous. Why anyone would go out in a red and blue full body jump suit was beyond him, it was the stupidest looking thing he had ever seen. He looked at the final member and was blown away.

She was a 16 looking year old girl wearing a spider motive costume but unlike Spider-Mans red and blue nightmare, hers was all red with a large white spider symbol on the front. It was skin tight and hugged her curves in all the right places. She had brown hair instead of his preferred red but seeing her in that costume put only one thought in his head…

'I am so in' he thought

"Jimmy" Kitty continued "this it the team I was telling you about"

"Hey Jimmy I'm Spider-Man" Peter walked up to him to shake hands "So your interested in joining up"

Not wanting to make a bad first impression with his tight suited goddess Jimmy reluctantly shook Spider-Mans hand

"It's Jim and I'm interested in not getting shot so if I got to play hero to do so then yeah I'm in…and I'm not wearing any stupid costume"

"So" interrupted Bobby "what exactly does this guy bring to the table Kitty, remember what the professor said about having a balanced team, we have to make sure his powers will help out"

"I'm…" Jim glared at Iceman with death in his eyes. He didn't like being underestimated by someone so much shorter then him

"…the only guy in the world who can do this"

*Snikt* *Snikt*

Two sets of triple bone claws tore their way out of Jim's knuckles causing bobby to go wide eyed and Johnny to drop his jaw. This guy had very familiar powers.

"Kitty" Bobby gulped "where did you get this guy"

"I'm wolverine's son" replied Jim

"He had a son?" shouted Bobby

Ignoring Bobby's question Kitty turned to Peter

"So can he join up? We could use a guy with a healing factor and bone claws are very intimidating, we could so use the intimidation factor"

"Yeah but uh no killing"

"Whatever, as long as I get a chance to use these I'm good" Jim furrowed his brow in concentration and his bone claws slowly turned into a metal set that matched his late fathers.

"Damn" complained Johnny "I thought I was going to be the cool guy on the team but metal claws are way cooler that fire powers"

"So we got a secret club house or do we meet up in the library after school" asked Jimmy

This was a very good question and something Peter hadn't thought about. Most off his team lived with him or already knew who he was so he hadn't thought about unmasking in front of new guys like Jimmy but he could ask someone he barely met to risk his life and not give something in return could he. He thought about it and figured that Jimmy didn't need to know his last name since he'd probably unmask in front of the guy eventually.

"I think I may have a place that we could use" spoke Jessica "theirs a pizza joint I like, we could meet up their I mean it's not like a bunch of kids in a pizza place will draw attention"

*Beep* *Beep* *Beep*

Jessica's phone started beeping and she checked it knowing that it meant trouble.

"What's up" asked Peter

"I got a police scanner hooked up to my computer at home so whenever theirs a 10-39 it sends me a text" Jessica answered

"What the hells a 10-39, naked chicks on parade" asked Jimmy

"No it means masked felony; It's cop talk for super villains" answered Jessica

"Hear that boys their playing our song" purred Kitty "Ready to bag your first baddie Jimmy"

"Names Wolverine" he grinned

**The Apollo Theater, A few blocks away**

"Out of my way losers you saw what I did to the Apollo and I'll do to the face of anyone who gets in my way" yelled the masked criminal. He aimed his weapon t a nearby car and fired, the result was a turned over vehicle and a small crater in the ground.

"Herman, Herman, Herman" came a familiar voice that sent shivers down the criminals spine "are you really in a position to be calling anyone a loser"

The masked Criminal known as The Shocker turned around and was eye level with his worst nightmare. Crouched on the hood of a car was none other than Spider-Man.

"Hi, remember me" asked a young brown haired girl next to him.

Shocker knew who she was from the news, her name was Kitty Pride and she use to be an X-Men. He remembered the last time he fought her that his weapons where useless and that she could short circuit them with her powers.

"Oh shit" Shocker thought. He immediately pointed both of his weapons to his left and right, at the crowd.

"Do-don't move I mean it, if anyone moves an inch I'll repave the street with pedestrians, I'm tired of getting beat by kids so back the hell off"

"Herman how many times have I beaten you, seriously I bet you that by the end off the night you'll be in jail and I'll have not moved an inch from this spot"

"Shut your mouth" Shocker aimed both his weapons at Peter and Kitty and fired

The blast hit hem both head on and caused a huge cloud oh dust and glass to envelope them. When the dust settled Kitty, Peter and the car he sat on were completely unharmed but the window behind them was blown out.

"Wha-what the hell" Shocker mumbled before firing again and again nothing

"What they hell, why aren't you hurt" he demanded

"Mutant phasing powers" smiled Kitty "for all your attack dodging needs, perfect for girls, boys and even shiny red sport cars"

Shocker gulped hard, not only were his gauntlets useless against her but they where also useless against anything she touched as well. He was so going to jail again…unless.

"I said back off" Shocker turned to his left ready to fire into the crowd should Spider-Man make a move but came face to face with a giant wall of ice, on top of which stood a living ice sculpture.

"Sup" waved Iceman

Shocker screeched like a little girl, about faced and ran. He had never out run Spider-Man before but he wasn't about to give up.

He ran between cars and rolled over some hoods all the while firing over his shoulder at his three superhero pursuers. He was about to run into an ally when a fire ball exploded in front of him knocking him back a few feet. He landed hard on his back, looked up and saw a flame covered youth flying over head.

"Dude seriously, give it up" ordered Johnny

Shocker scrambled to his feet and continued to run down the street. He saw a young man in the street trying to block his way and aimed his weapons at him.

"Out of the way kid"

"Bite me"

"I said move it" Shocker fired both off his weapons at him. The dual blast hit the young man and sent him flying down the street. Shocker continued to run and had he been thinking clearly he might've wondered why no one had caught him yet.

Shocker ran and as he approached his victim the boy sprang up, arms crossed, with death in his eyes.

"That hurt" he growled.

The boy swung his arms as if he was drawing a pair of samurai swords and at the end of his motion Shockers gauntlets were in three pieces each. The two handles in his hands and four useless pieces on the floor.

"My name is Jim but you can call me wolverine" growled Jimmy

The sight of the steel clawed youth before him caused Shocker to faint.

"Not bad for your first time Jimmy" Jessica told him "you took the bad guys best shot, disarmed him and knocked him out without throwing a single punch; we didn't eve have to help you, all we did was herd him in your direction. I'd give you a perfect score except you told him your name, FYI in future times of heroics don't give out your real name to the bad guys"

Jessica webbed Shocker to a pole while everyone else changed back into their street clothes. A block away (out of shocker's field of vision) they met up and decided to get something to eat before heading home.

XXX

XXX

XXX

* * *

Authors notes: Yeah i finished my first arc. I didn't realize that it was six chapters (just like the actual comic) until i finished it so i am thinking of doing six chapter arc's but no promises. Okay i need to name this arc so i am going to call it 'Heroes of tomorrow' any way on to the next arc which i will call 'How one effects on the World' so see you in two weeks (Maybe one but no promises).


	7. Beliefs and Actions

Disclaimer: I don't own Spider-Man or any characters from its cannon. I have no connection with it at all because it is the sole property of its owner(s). I do not profit from these stories, I only do them for fun.

Author's Note: This is set after issue six of Ultimate Comics: Spider-Man. I would like reviews but please remember that this is only my second story so for or against this continuing please be civil. I welcome critics so long as they give an example of what they didn't like **AND** then give a tip for improvement. If all you do is say 'this sucks' or 'you have no talent' I will ban you from comments because such things are not going to help me as a writer.

**SORRY: **I took so long to update but i've been having computer problems and i have five sisters who share the computer. luckily i got a few chapters ahead so i can update weekly for a while so i hope that helps to make up for it. Again i'm so sorry for the delay.

Resin: thanks for the suggestion for a name

Zackster: Wrong, it wasn't Stan Lee, creator of Marvel, it was the character Stanley from the 2008 film The Incredible Hulk.

* * *

**New York Public Library, New York City**

It had been the worst month of Peter Parkers life and it wasn't anywhere close to getting better. It started with a fish bowl headed nut job who called himself Mysterio attacking his school with a robot, then an army of mutant haters attacked his school a week later. Yeah he helped some kid named Rick Jones come to terms with his powers but then some guys posing as FBI came to his school and tried to kidnap Kitty and to top it all off his girlfriend Gwen Stacey had discovered that she could still turn into the monster Carnage. A monster that not only had killed her but Peter had helped to create.

Since the Dead Pool incident Peter had spent all of his alone time at the library studying. He was looking for a way to cure Gwen and wasn't going to stop until he found one. So it wasn't to surprising that he was at the moment passed out on a pile of 'Biology', 'Chemistry', 'Medical', 'Bio-chemical sciences', 'Biotechnology', 'Biophysics' and 'Theoretical Science' text books.

So to recap he was exhausted from studying, constantly under attack and unable to help his friends in anyway. And if fate hadn't had enough fun kicking him while he was down a few days ago Johnny Storm burst into his kitchen with a big stupid grin on his face, thanking Peter for having had such a great friend in Spiderwoman…whom he claimed to have just made out with. The fact that Johnny had kissed much less made out with his female clone had truly disgusted Peter to no end and all he wanted was some alone time so he headed to the library. He had hoped that trying to cure Gwen would take his mind off of Johnny and Jessica but every time he thought of the day Gwen came back to life he remembered that it was the same day he met Jessica so his plan had completely backfired on him.

"Peter?" called a girls voice

This was shaping up to be the worst month ever.

"Peter wake up the library's closing" said the same girl

Peter slowly sat up pulling a book off his head, whipped some drool off his mouth and looked toward a familiar female voice. It was Kitty, who had obviously been looking for him, probably at his Aunts request. He had been disappearing so much his Aunt May had started to worry about what he was doing but peter wasn't saying anything because it was his problem to deal with.

"Come on Peter it's time to go home" she repeated

"I'm coming" Peter started to pick up his books "how'd you find me by the way"

"You once told me this was your favorite view of the city so I figured that you'd be here. I just thought you'd be on the roof, and in costume, and not sleeping inside the Library" Kitty smiled

The two left the library and caught a bus to their neighborhood. Kitty tried talking to Peter to get him out of the funk he was in but Peter wasn't helping the situation. Tired of playing the sensitive friend, Kitty popped Peter in the arm having decided that it was time for some tough love.

"Look I want to be on your side but its hard to defend you if I don't know why you mad at Johnny, actually I know why you're made at Johnny, everyone knows, but we don't know why you're **so** mad at Johnny since none of us know how you two know each other in the first place" she said

"What? Kitty what are you talking about"

"You and Jessica, you're mad that Johnny made out with her right"

"I…i…iiiiihe he hehahaha, HA HA HA HA HA"

Kitty could only look at Meter dumbfounded. He was laughing at her or to be more specific at what she had just said. Why was it so funny, how exactly did he know Jessica and what exactly was going on.

"What's so funny" Kitty dolled

"No-nothing I…I just had a bad month and really needed that" Peter tried not to laugh anymore.

"Mind explaining that"

"What Johnny did to…with Jessica is gross but I'm not mad at either of them"

"How is it gross, she a girl and he's a guy, making out is what they do"

"That's private but still gross, trust me"

"Then would you explain this funk you're in and why you keep disappearing for hours on end, your Aunt wants an answer"

'_I knew it' _thought Peter

"I'm not in a funk Kitty I just really want to get into a good collage" Peter lied "And I don't want me being Spider-Man to get in the way of that so I've been studying like crazy so I don't fall behind if I get kidnapped…again"

Kitty arched an eyebrow and eyed Peter suspiciously. She didn't believe him, because he would've just told his Aunt that he was studying, but figured that she wasn't going to get anything else out of him tonight.

"Fine be that way but were all going to find out what the big secret is between you two sooner or later so you might as well just tell us" Kitty said

"No you won't" Peter teased

"What ever lets just get going, you don't want to be late for your special day do you" she asked

**Downtown, New York**

Walking down the street was the son of James Hewlett. He had his father's attitude, temper and powers and had even adopted his old code name. He was Jimmy Hudson, the new Wolverine. He found out about his heritage from Kitty Pride AKA Shadow Cat and had been talked into becoming a super hero. His first mission had been to capture some loser called the Shocker who went down easily and showed that he could handle himself.

Since joining this new team he'd taken some time off away from home and had been bumming around the city, helping out on weekends and had gained a reputation as the team's badass. Crooks were scared of him and he was okay with that, people cheered him (sometimes) and he liked the attention (from the ladies). He liked throwing down with thugs and the occasional super villain but he wasn't sold on the whole being a hero thing. From what he'd seen of Iceman and the Human Torch super's were big childish idiots, their so called leader Spider-Man seemed like a big nerd and the only upside to the whole thing was how hot Spiderwoman looked in her form fitting suit.

Spiderwoman, now there was a reason to risk your neck. She had a sexy voice, great figure and knew how to throw down. When he saw her it was definitely love or at least lust at first sight. He thought he'd take it slow and impress her but some how that idiot Johnny Storm had gotten her attention and made out with her first. Now he wasn't the jealous type but he definitely didn't like Johnny now.

"What the hell is a matter with me" Jimmy chided himself "I'm acting like one of those whiney panty waists from those teenage chick flicks: Come on damn it I'm wolverine's son, I'm a badass, act like a man damn it"

Jimmy was waiting at the bus stop to get a ride to his home away from home. He was staying at a homeless shelter and liked it. It was earthy, gritty, and primal. It made him feel like an animal living in an abandoned building and it felt invigorating.

'I wonder if I should just go home' he thought to himself 'Mom and dad must be pretty mad that I took of with just a note saying why. Oh well they'll get over it sooner or later, the real problem is Kitty. She spends the money to get me out here and if I just take off she's liable to hunt me down and beat the crap out of me. I thought I was a good fighter but those moves of hers are…wow, my old man knew what he was doing when he trained her. I wonder if she'd teach me some of them'

Jimmy saw the wrong bus coming but got on because it went to the park, a place that had something important going on that day.

**The Bathroom of the Parker home, Queens**

A young blonde stood in the bathroom, hands on the sink, facing but not looking into the mirror. She was doing something in secret for the last few days. She was trying to tame the monster inside of her.

"I am in control" she said to her self "I'm still me because I control the monster inside of me, not the other way around. I'll admit that this is Carnage's body but I'm in charge, that's why it looks like my old body and why I still have my memories because I'm stronger than Carnage. I'm in charge, I'm in control, do you here me you stupid monster this is my body now"

Gwen opened her eyes and looked into the mirror. She saw her hair, her clothes and would talk with her voice but her face, it was Carnages. Today she had been practicing a partial transformation and seemed to be in control since she only transformed her face. She could turn into Carnage and back into her self at will now and had discovered that she could shape shift into others as well. So far she had turned into Peter, Aunt May, MJ, Kitty, Kong and the president, although the last one was just for fun.

"I can do this" she said aloud "I can use this for good, I could be a super hero just like my friends"

Gwen smiled to herself and her progress. She could make up for all the bad things Carnage had done and help people. She thought of all the good she could do but then frowned, she had a problem and its name was Peter. He would never let her do something like this. He'd be too scared that she'd hurt herself or given that she was Carnage, hurt someone else.

She stared into the mirror and turned her face back into her own. She was getting really good at transforming and couldn't wait to help people but had to think of a way to get Peter to not spas about it. The best way would be to save him from a super villain so she could show that she was in control and not a danger to others.

*KNOCK* *KNOCK*

"Gwen, are you alright" asked Aunt May

"Yeah uh just cleaning flossing, I think I have a popcorn kernel stunk in my teeth" Gwen lied

"Alright but when you're done you need to come out to the car, we're going to be late" Aunt May told her

"Sure thing May"

"Thank you"

**Central Park, New York**

It was a beautiful day in New York's Central Park. The sun was shining, the birds were singing and there wasn't a mugger as far as the eye could see. Because of all his heroics the Mayor had decided to make today 'Spider-Man Day' and had set up the park for a huge festival.

Stage had been built, security had been ordered and a promising rock band (he figured a kid like Spider-Man would like it) from Midtown High School had been hired to play music. A huge crowd had assembled and it was ten minutes until 'show time' and the man of the hour hadn't shown up yet.

"Oh crap" the mayor swore as he paced back and forth "were is he, is he going to show up, why isn't he here yet"

"Sir" his secretary called "I have a Miss Pride here for you"

_Pride _he thought "Spider-Mans girlfriend?"

"Her mother actually" Theresa answered "My daughter's on the line" she held up her phone "saying that Spider-Man is on top of a near by building" she pointed it out to him "and wants to know when he should swing in" she asked

"Oh uh well when I say _the Amazing Spider-Man _if that's okay"

Theresa relayed the signal and motioned to the mayor that it was okay.

"Five minutes sir" his assistant called

**Roof Top, Across the Street**

Atop of a near by sky scrapper stood Spider-Man and his amazing friends. They were waiting patiently for their cure to swing/fly or slide over to the park for the festival and they were a little nervous.

"Are you scarred" Jessica asked Peter

"A little, I still can't believe I'm getting a day named after me, it's kind of nerve racking" he answered

"Guys look there's nothing to be worried about" Johnny started "we're super heroes, getting days named after us for being awesome is half the job, don't worry. All we have to do is fly over there to shake some hands, pose for some pictures and get our freaking medals, piece of cake"

"Maybe for you" Peter spoke "I've only ever gotten medals for academics and never in front of such a big crowd"

"Yeah and me and Bobby could get shot at" added Kitty

"You are not going to get shot" said Johnny "Bobby will be covered in ice armor and you'll be intangible Kitty"

"Stupid frigging building" Jimmy complained as he climbed onto the roof

"You're late" said Bobby

"Shut up, if you don't like it pick a taller building next time" he spat sarcastically

"Guys I think it's starting" said Jessica

**Temporary stage, Central Park**

The mayor walked up to a microphone on the stage and cleared his throat before starting his speech.

"Ladies and Gentleman we are gathered here today to thank someone special to us all. Someone who has risked life and limb to protect others and has never asked for any kind of reward, someone who doesn't even want us to know who he is. When he first showed up we were scared of him, people would run screaming from him, blame him for bad things he didn't do and our own boys in blue would even shoot at him and for that I am truly sorry. However despite the fear and mistrust and in some cases hatred we showed him he still protected us from others and in some cases ourselves. He was the first of the costumed marvels who protect our city and is the last one to call it a day. He is the one, the only, the Amazing Spider-Man"

At once the crowd started to scan the skies while the band 'Molten Man' started playing a song they wrote specifically for Spider-man.

_Living on the edge, fighting crime, spinning webs; swinging from the highest ledge he can leap above our heads. Aaaaaaaaaaaaaaaaaaaaaaaaaaah!_

A little boy in a Spider-Man Halloween costume was the first to spot him. He saw a Spider-Man with someone hanging onto his back fall from the top of a building. Halfway to the ground he shot a web line to a tree, snagged it and swung into the park.

The sea of people parted as their hero swung thru them, some slapping hands with him as he swung by. At the same time a huge ice slide formed from the building to the stage so Iceman and Wolverine could slide to the stage while The Human Torch flew along side the sensational Spiderwoman.

Spider-Man let go of his web line and landed on his feet with Kitty in his arms while Iceman and Wolverine hopped off the ice slide, which degenerated back into the air. Spiderwoman swung under the arch that framed the stage, landing in a one arm hand stand on top of it before falling headfirst to the ground but caught herself with a web line, suspending herself upside down in the air while the Human Torch gently lowered himself onto the stage, extinguishing all of his flames except those on his head.

"I hope you all don't mind that I brought some friends" Peter addressed the crowd. They all cheered indicating that they didn't mind at all since it meant they'd see even more superheroes.

"I'll take that as a yes" he smiled under his mask. _'So far so good'_ he thought

"Of course not" said the mayor "I think I speak for all of us when I say any friend of yours is a friend of ours Spider-Man"

The crowd once again burst into approving applause and Peter was happy that no one was protesting the presence of mutants. Kitty looked out into the crowd and saw that some were giving her disapproving looks but that most of them were happy to see her, she recognized a few as being people she saved during Ultimatum and recognized captain Quaid from the NYPD. Johnny loved the hero worship that he had desperately missed since going into hiding and Jimmy was blown away by it all.

"Wow, this is…I don't even know where to start" Peter said

"Well I do" said the mayor "you and your friends have been all over the news, is this a team you're putting together Spider-Man"

"Yeah" answered Peter "but we don't have a name or anything so we're open to suggestions…so any questions" he addressed the crowd

At once hands shot into the air and dozens of people began to shout out suggestions for a name. Peter wasn't sure who to pick so he chose a young woman in the front row who was politely holding up her hand and not jumping around like an idiot.

"Uh you in the red sweater"

"Sally Floyd, Alternative Newsroom; are you aware that several members of your team are known mutants and that mutants are now illegal by federal law?"

'_Oh crap'_

At once the crowd went silent. Kitty and Bobby traded glances at each other while Jimmy narrowed his eyes at this woman. First impression: he didn't like her.

"Yes and uh yes"

"Aren't you worried about legal ramifications or the fact that there are orders to shoot mutants on site who use their powers?"

"A bit but not really, they do have super powers to defend themselves after all"

"Are you a mutant?"

"No I am not"

"And yet you have mutants on your team, so would you say that you're against the anti-mutant law?"

Peter stopped for a second and looked at the woman before him before looking out into the crowd. All eyes were on him and he knew he was on TV and got a strange feeling that he couldn't describe in a hundred years. He realized that the world was watching him and his next words could shape the very history of the planet and was leveled with the enormity of it all. He took a moment to gather his thoughts and took a deep breath before speaking.

"The new law states that it is illegal for mutants to exist, I say a law like that is disgusting. Hate only breeds more hate and the oppressed only lash out in desperation because they are oppressed into desperation. I can't tell you all what to do or how to think, all I can do is hopefully inspire you to use your power do the right thing. You all may think that you have no power but you do. We whether it's by action or inaction, are telling future generations that we are no different than the last. We're telling them that we believe it to be okay to hate others for being different. The people of this country passed a law, out of fear, that took a select few and said _you aren't human, you have no rights and if you don't do as your told we will kill you_, the last time a law like that existed it was called Slavery. Slavery once split this country in two and now the fight for mutant's rights might do the same thing. Right now we all are forming history. One hundred and fifty years ago we took a select group of people, thought of them as less than human and enslaved because they were different and it was accepted as normal. Seventy years ago the Nazi's persecuted others as a scapegoat and accepted it as being okay. And now mutants are declared inhuman because one man showed the world just how much evil it had created thru hate and intolerance. The world didn't like what it saw so it blamed those like him"

Kitty was amazed at Peter's words because he'd obviously been thinking about this a lot. The crowd was silent and a little uncomfortable with what their Hero was saying because it was 1: true and 2: describing most of them personally. Jimmy was a little taken aback, he hadn't known about his powers for that long but he had still hated that law so Peter's speech kicked him up a few levels in Jimmy's cool meter.

"Now you may think they deserve it or that it's not your fault that such a law was passed because you didn't vote" continued Peter "but think of it like this; when Magnetto set out to destroy the world the X-Men, a group of mutants, set out to stop him and because you didn't vote those who did where able to pass that law. When this moment in history is looked back upon in as little as 100 or even 50 years from now do you want to be remembered as hate mongers or people who for the first time in history said: 'We talk a lot about equality but we're constantly passing lass that prevent it, we realize that we were wrong to do so, we admit it and we apologize and will undo the damage that we've done so hopefully future generations won't make the same mistakes.' The second sentence of our declaration of independence states and I quote: We hold these truths to be self-evident, that all men are created equal, that they are endowed by their Creator with certain unalienable Rights, that among these are Life, Liberty and the pursuit of Happiness. I ask you this, how can we as human beings say we believe in this and yet pass such a law as to declare these rights null and void to some? "

The crowd was speechless. They came to a rally to celebrate not have a discussion over the right to life but thanks to Sally Floyd that's exactly what their little event had become. Peter's speech was broadcasting live to the country and was the most watched event since Michael Jackson's funeral so in less than a minute the internet was abuzz with discussion over Spider-Mans beliefs on mutant rights. Newsrooms were preparing to discuss it on their evening broadcast and Larry King was trying to book Spider-Man for his show. Pro-mutant web pages were trying to elect Spider-Man as their spokesperson whether he was a mutant or not and Peter had never been more right about how his words would change history.

It was amazing how one could affect the world.


	8. Jailbreak

Disclaimer: I don't own Spider-Man or any characters from its cannon. I have no connection with it at all because it is the sole property of its owner(s). I do not profit from these stories, I only do them for fun.

Author's Note: This is set after issue six of Ultimate Comics: Spider-Man. I would like reviews but please remember that this is only my second story so for or against this continuing please be civil. I welcome critics so long as they give an example of what they didn't like **AND** then give a tip for improvement. If all you do is say 'this sucks' or 'you have no talent' I will ban you from comments because such things are not going to help me as a writer.

**SORRY:** if this chapter seems a little fast paced and erratic, i may fix it later.

* * *

**The Triskelion, New York Harbor**

It was night time and all was quit in the world's most secure super prison. Every prisoner was present and accounted for and there hadn't been any scuffles that day. It was a good day to be a Shield agent, no fights had broken out and no one who went out on missions that day had died. Even mutant hate crimes were down since Peter's live broadcast speech earlier that week so it was a little creepy how everything was going smoothly. However the absent problems put the acting head of Shield on edge.

Carol Danvers had learned from the best and they all said the same thing: when everything is all hunky dory it can only mean that all hells about to break loose, truer words where never spoken.

In his secure cell a few stories below her sat Dr. Otto Octavius AKA Dr. Octopus. For month's he had been planning an escape and he was going to use all of his fellow Prisoners to do it. His time in prison had humbled him some, he no longer sought fame or fortune, all he wanted in life where three things, they where to escape, to disappear and to know that Peter Parker was dead.

As far as Shield knew he had no powers, they thought that he could only mentally control his mechanical arms. Last time he had been arrested Parker and his female clone that he himself had created, had both learned that he had the same powers as Magneto but apparently they had forgotten to tell Fury or Shield because his cell was still made of metal. When he saw this he wanted to escape right away but he knew that as long as Shield didn't know about his ace in the hole he could always escape, so he waited longer than he cared to and planned every thing out until he could remember all the details in his sleep. He was going to shake the very foundations of the world to its core all so he could see the death of one little boy. It amused him how revenge on one person could affect the world so drastically. Shield would have no idea what had hit them.

Octavius threw his blankets off of himself and sat up with his legs hanging over the edge of his bed. He stretched out his muscles because he needed to be fully awake to pull off what he was about to do. As far as the guards watching him on their monitors were concerned he had innocently gotten up to pee but in reality he was concentrating.

He was slowly filling up the entire floor with his magnetic powers, a little surprised that this act hadn't triggered an alarm like he had expected but this hole in security only made things easier on him so he wasn't complaining. As soon as he finished and washed his hands he snapped into action.

"Show time" he smiled

Several things happened all at once that would shape the future of the world into what it would soon become. All the doors on the floor opened at once, and the cameras went dead from an electro magnetic pulse. The prisoners where a little surprised to be woken up by an alarm in the middle of the night but as soon as they realized what was happening they all made a run for it.

"Freedom!"

"We're free"

"I just said that"

"The door where's the door, we have to get out of here before the Ultimate's show up"

As the many super powered criminals ran for the nearest exit Octavius calmly walked to a cell he knew would still house its occupant.

"Lori, oh Lori are you still in here" he called out

"I'm here dock what's going on what's happening" asked a young brown haired girl

"We're getting out of here, now come along and I will protect you"

"Thanks dock"

* * *

"What the hell is going on? Why is the alarm going off? Why are those monitor dead? Some one better answer me" shouted Carol Danvers

"All monitors on sub-basement nine are dead and sensors tell us that all the cell doors are open"

"Son of a…lock down that floor now and get everyone in full battle gear, someone call the new Ultimate's and activate project Avenger, I want every able body we got thrown at this and I don't want a single inmate to get out of this building and someone call Tinkerer I want the Slayers to help out"

"Yes Director Danvers" shouted several Shield agents who went about fulfilling her orders

"Director Danvers we can't lock down that floor nothings responding"

"Then lock down the floors above and beneath it, I don't want any of them to get out of here and some one find out who's on that floor I want to know who we're dealing with"

* * *

"Hey Wade why are we working with this mutant"

"Because we need him right now, you all are useless without your weapons so he gets us to the armory and we don't kill him but once we reach the outside it's business as usual, right freak" explained DeadPool

"Right, you weak Homo-Inferior" snapped Omega Red

"On to the armory" ordered DeadPool "I got the urge to upgrade"

The odd couple of mutant haters and their mutant defender continued on to the weapons bay of the Triskelion. They had all made it past sub-basement eight before it went into lock down and easily made it past the automated security with DeadPool and Omega Red in the lead. They moved on with little trouble, occasionally they ran into a squad of Shield agents but they where defeated by DeadPool and Omega Red and after they confiscated enough weapons for the Reavers everyone else that tried to stop them was nothing more than a speed bump.

* * *

"Where are we dock" asked Lori "I thought we where gonna bust out of here"

"In do time Lori but first we need to get us some back up, you may not have noticed but we are powerless" he lied, not wanting to let her know about his magnetism.

"Okay makes sense, so who are we getting"

"Maxwell Dillon AKA Electro"

Inside of his power dampening cell sat Octavius's target. He could hear the alarms and knew something was going on but didn't know what.

"Fury's probably balled from pulling out his hair in stress, every damn week the alarm goes off" Electro muttered to himself.

"Haven't you heard Dillon, Fury's not in charge anymore" Octavius's voice came thru an intercom.

"What do you want squid boy" asked Electro

"I want to open your cell and have you escort myself and Lori out of here if it's at all possible" he stated calmly

"Lori?" Electro wondered aloud

"Hi" answered a young brunette whose face appeared on the monitor.

* * *

"This is Dugan, we are currently in sub-basement 5 engaging DeadPool and his Reavers and, oh crap" Dugan was forced to dodge a rocket that Omega Red had fired at him from a stolen bazooka. The blast didn't hit him but the shock waves sent him across the room and knocked him out cold.

Since leaving the armory DeadPool's group had added Hammerhead, his gang members, Shocker, Vulture and Rhino to their numbers and all of them where armed or had their armor with them. Rhino had taken point and Vulture was grounded in the small hallways but whenever they came to a large room he took off and provided air support.

"I can't believe it I get locked up and only a week later I'm already getting out, can you say best day ever" Shocker shouted

"Damn strait little man. Step one cause chaos, step two bust out of here, step three kill Spider-Man oh hell yeah is it a good day to be alive" shouted DeadPool

"Did you say Spider-Man, you're not going after him are you he's got friends, now there's ten of them working together" warned Shocker

"Hell yes I'm going after him, me and my boys have got a score to settle and…hold on a second" he fired at some Shield agents killing them instantly "Ooh head shots, anyway I know that he's got help, how else could he take on all my guys at once but me and some of my prison buddy's are meeting up on the outside to go after him, you want in"

"Do I want to squash a bug…yes I do" Shocker muttered darkly. He had never set out to take lives but after all the times Spider-Man humiliated him he just didn't care anymore, for once in his life he was out for blood.

*Buzz* *Crackle* * Zap*

* * *

Octavius and his group were currently in sub-basement 15 waiting patiently. Some shield agents had found them but before they could report it in Electro killed them.

They had held their position for five minutes and released prisoners as they went, in fact every time they entered a new floor all the doors seem to open on their own and in Electro's opinion it was a little spooky. To add to his mindset every time he killed a Shield agent Lori would turn them over with her feet and look into their lifeless eyes…it was starting to creep him out.

"Hey little bit you're like five why the hell aren't you scared of the pile off bodies and…stop playing with them it's creepy" shouted Electro

Lori turned to Electro with cold eyes. Octavius could see what he meant by creepy but she was after all just a child so creepy or not she didn't scare him.

"Ever since they passed that racist law people have tried to kill me and my mother for being mutants and I've killed back to defend myself so I don't have a problem with death" she stated matter of factually

"Otto is that you" called a voice from the dark

"And that would be our back up, we're hear Elijah" called Octavius

A short man about the same age as Octavius walked out of the shadows and was accompanied by several dozen robots.

"What the hell is this" Electro's fist crackled in anger thinking this was some kind of trick

"Calm down Electro he's on our side, so Elijah did you accomplish your part" asked Octavius

"Target one is present and accounted for target two is four floors down and target three is seven floors down. I've shut off the security for all those floors but haven't let the prisoners out yet, I'll do that as we pass them and the final stage has already been prepared"

"Good, DeadPool's team should be doing their part so after we get what we're after we have to grab them" Octavius commented

"You seriously want to go after them" Elijah asked

"No but they'll make good foot solders if anything"

**The Parker residence, Queens**

Peter Parker had decided that if he was going to ask Jimmy to risk his life for him that he deserved to know the guy behind the mask. He had invited him to his house for a barbeque and everyone else on the team was there too. Kitty was helping Aunt May in the kitchen, Johnny and Bobby were fighting over what to watch on TV, MJ and Gwen where helping Peter set up while Jimmy looked for something to do to pass the time. It was a nice gathering and Jessica had even come over out of costume to let everyone see her face.

Jimmy had once had the same thoughts of super hero's as everyone else on the planet, they were either insane for dressing in those costumes or incredibly cool because of their lives of adventure but his time with Kitty and her friends had shattered all his old assumptions. Spider-Man was short and looked two years younger than he was and his living room was filled with awards for academic achievements.

"So the great Spider-Man is just some nerd" Jimmy asked as everyone sat down to eat

"Correction he's a nerd who's fought the Hulk one on one" Peter retorted

"That's not very impressive, I've done that" Jessica added trying to take Peter down a peg or two. He was already smart and had super powers so he didn't need a huge ego to boot.

"But did you win? Did you do it after fighting an army of demons" Peter asked

"Uh no" Jessica admitted

"Then I win" smirked Peter

"Win? Win what, were we arguing" Jessica asked very confused

Jimmy couldn't believe it. The world famous super heroes Spider-Man, Spiderwoman, the Human Torch and Iceman were in real life just a nerd, a hot brunette and a pair of idiots. It just goes to show that you should never assume that you think you know someone.

**The Triskelion, Sub-Basement 22**

"He's in here Otto"

"Thank you Elijah, open the door and let's get the hell out of here"

Octavius couldn't believe how smoothly his plan was going. All the prisoners he released where keeping Shield busy while DeadPool's men held their ground on level five to buy them time should Shield get past their distraction and Tinkerer had located and assembled all the pieces of Sandman. All that was left was to break out what was arguably the most powerful being on the planet and they would be free.

* * *

"What's the situation people I want good news or heads will roll" shouted Director Danvers

"We don't have any so deal with it Carol" spoke out her old partner James 'Jimmy' Woo "we've lost surveillance from level nine down and we think all the prisoners on those floors have been let out of their cells. A group consisting of DeadPool, his Reavers and several of Spider-Mans rogue's gallery are holding steady at level five and everyone else is running past them. The Ultimate's and Avengers won't be here for five and six hours respectively but the new Sentinel squad has formed a barrier around all the exits and twenty are on standby to charge in at your order. Falcon and Marh Vehl are ready to go in but I think we should hold them back till we can get more super power reinforcements to back them up"

"I just got a call from the USAF and they say that Benn Grimm's ETA is five minute's" shouted an unknown agent

'Super powered reinforcements…Parker!' thought Carol 'aw hell I can't send a bunch of kids into this…'

"The inmates have breached the perimeter and Sentinel squad 1 is engaging them now"

'…or can I? If I don't do some thing New York will turn into WW3…again'

"Director Danvers"

"WHAT!"

"Sensors indicate that prisoner 918927 has been let out of his cell and we've lost surveillance on level 5"

"Who's prisoner 918927?"

* * *

"Wade we're leaving" said Octavius

"Jesus Otto, don't sneak up on me like that and…who's this guy?"

"He's our ticket out of here" Octavius turned to prisoner 918927 "if you would help us out of here my good sir"

"Eight month's…they stole eight month's of my life" he mumbled to himself "this plan of yours better work"

**The Docks, across the bay from the Triskelion**

Smoke was rising from the Triskelion in several places and the sound of explosions could be heard from shore. The event had attracted a crowd of people who lined the shore to watch. Some where scared that all the super powered villains held inside would bust out but the majority were too dumb to be worried about this.

Some of the dock works and fisher men who were getting ready for the day had stopped working and joined the crowd. They had to work but they where more concerned with being ready to run at the first sign off impending doom.

On top of an abandoned building a few blocks away stood a clocked figure who watched the Triskelion smoke. He knew that where there was smoke there was fire, and a fire in a prison was bad for everyone inside and out. He stood there for a few minutes and watched the prison burn on the inside. When he could see that the fire had reached the out side of the building he knew it was time to act.

"If the prisoners get out they'll flood into the city and thousands of people will be in danger" he said to no one in particular "Looks like I'll have to intervene"

The man slapped his hands together, his left in an opened palm and his right in a closed fist and disappeared in a blinding flash of light.


End file.
